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What changed in CuriosityStream Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CuriosityStream Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+314 added−277 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-25)

Top changes in CuriosityStream Inc.'s 2025 10-K

314 paragraphs added · 277 removed · 187 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAs such, our Bundled Distribution business offers us the advantages of long-cycle and recurring revenue and the potential to access hundreds of millions of paying subscribers globally. 4 Other We provide advertising and sponsorships services through developing integrated digital brand partnerships designed to offer CuriosityStream content in a variety of forms, including short- and long-form program integration; branded social media promotional videos; broadcast advertising spots in our video and audio programs that are made available on our linear programming channels or in front of the paywall; and our increasing focus on digital display ads while delivering our content through advertising-based video-on-demand (AVOD), free advertising-supported streaming television (FAST), YouTube and other similar distribution channels.
Biggest changeAs such, our Bundled Distribution business offers us the advantages of long-cycle and recurring revenue and the potential to access hundreds of millions of paying subscribers globally. Other We provide advertising and sponsorship services by developing integrated digital brand partnerships designed to offer CuriosityStream content in a variety of forms.
KG (the “Spiegel Venture”), operates two documentary channels (including one branded as "Curiosity Channel") and a FAST channel, as well as revenue sharing with respect to a localized CuriosityStream SVOD service in German-speaking Europe. 3 Business Model and Services Our business model relies on the collaboration of (i) our content team, which works with more than 150 production companies and distributors across the world to create and acquire programming, (ii) our legal and finance teams, which structure and formalize agreements, (iii) our creative services and content operations teams, which develop marketing materials, metadata and other assets associated with a piece of content, and (iv) our content operations and technology teams, which then deliver our content and services to all manner of devices and platforms for our consumers directly or through our relationships with third parties.
KG (the “Spiegel Venture”), operates two documentary channels (including one branded as "Curiosity Channel") and a FAST channel, as well as revenue sharing with respect to a localized CuriosityStream SVOD service in German-speaking Europe. 3 Business Model and Services Our business model relies on the collaboration of (i) our content team, which works with more than 150 production companies and distributors across the world to create and acquire programming, (ii) our legal and finance teams, which structure and formalize agreements, (iii) our creative services teams, which develop marketing materials, metadata and other assets associated with a piece of content, and (iv) our content operations and technology teams, which then deliver our content and services to all manner of devices and platforms for our consumers directly or through our relationships with third parties.
Bundled Distribution We have affiliate relationships with our bundled MVPD partners (including Multichoice, FuboTV and Izzi, among others) and vMVPDs, which are broadband and wireless companies in the US and international territories to whom we can offer a broad scope of rights, including 24/7 “linear” channels, our on-demand content library, mobile rights and pricing and packaging flexibility, in exchange for an annual fixed fee or fee per subscriber as part of a multi-year agreement.
Bundled Distribution We have affiliate relationships with our bundled MVPD partners (including Multichoice, FuboTV and Izzi, among others) and vMVPDs, which are broadband and wireless companies in the US and international territories to whom we can offer a broad scope of rights, including 24/7 “linear” channels, our on-demand content library, mobile rights and pricing and packaging flexibility, in exchange for an annual fixed fee or fee per subscriber as 4 part of a multi-year agreement.
Our 401(k) retirement plan contributions include a 100% match of contributions for the first 3% of the employee’s base salary and a 50% match of contributions between 3% and 5% of the employee’s base salary. 6 Our human resources strategy is overseen by our executive team, which aims to provide regular updates to our Board.
Our 401(k) retirement plan contributions include a 100% match of contributions for the first 3% of the employee’s base salary and a 50% match of contributions between 3% and 5% of the employee’s base salary. Our human resources strategy is overseen by our executive team, which aims to provide regular updates to our Board.
Also in 2021, the Company partnered with Spiegel TV to accelerate international expansion of CuriosityStream services, taking a one-third stake in the German venture owned by a German media company, Spiegel TV GmbH, and a German documentary producer, Autentic GmbH. The joint venture, Spiegel TV Geschichte und Wissen GmbH & Co.
Also in 2021, the Company partnered with Spiegel TV to accelerate international expansion of CuriosityStream services, taking a one-third stake in the German venture controlled by a German media company, Spiegel TV GmbH, and a German documentary producer, Autentic GmbH. The joint venture, Spiegel TV Geschichte und Wissen GmbH & Co.
In January 2024, we rebranded our service that offers these audio and video courses and talks "Curiosity University." In 2021, the Company invested in Watch Nebula LLC ("Nebula"), an SVOD streaming service owned by Standard Broadcast LLC and its affiliated YouTube creators.
In January 2024, we rebranded our service that offers these audio and video courses and talks "Curiosity University." In 2021, the Company invested in Watch Nebula LLC ("Nebula"), an SVOD streaming service controlled by Standard Broadcast LLC and its affiliated content creators.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of this Annual Report on Form 10-K for a more detailed discussion of our product and service lines and channels through which we generate revenue.
Please see “ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of this Annual Report on Form 10-K for a more detailed discussion of our product and service lines and channels through which we generate revenue.
Upon the consummation of the Business Combination, 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.” SAQN, a blank check company, was incorporated as a Delaware corporation on May 9, 2019, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Upon the consummation of the Business Combination, 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.” SAQN, a blank check company, was incorporated as a Delaware corporation on May 9, 2019, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. 2 CuriosityStream LLC, Legacy CuriosityStream’s predecessor, was formed in the State of Delaware in June 2008.
We have affiliate agreement relationships with, and our service is available directly from major MVPDs that include Comcast, Cox, and Dish, and vMVPDs and digital distributors that include Amazon Prime Video Channels, Apple Channel, Roku Channel, Sling TV and YouTube TV.
We have affiliate agreement relationships with, and our service is available directly from major MVPDs that include Comcast, Cox, and Dish, and vMVPDs and digital distributors that include Amazon Prime Video Channels, Apple Channel, Roku Channel, Sling TV and YouTube TV. Content Licensing Our Content Licensing business provides factual content to entertainment media companies.
In addition, are working with technology companies to deliver hundreds of thousands of hours of video and audio to meet the demand for premium assets required for training next-gen AI models. We have the opportunity to provide a turnkey, financially attractive “factual solution” to meet this business demand.
In addition, we work with technology companies to deliver hundreds of thousands of hours of video and audio to meet the demand for premium assets required for training next-generation AI models. We have the opportunity to provide financially attractive well-structured datasets to meet this business demand.
We own rights to proprietary processes and trade secrets, including those underlying the CuriosityStream service. 5 GOVERNMENT REGULATION As a company conducting business on the internet, we are subject to several foreign and domestic laws and regulations relating to information and network security, data protection, privacy, and governmental access to data, among other things.
GOVERNMENT REGULATION As a company conducting business on the internet, we are subject to several foreign and domestic laws and regulations relating to information and network security, data protection, privacy, and governmental access to data, among other things.
The multichannel video programming distributors (“MVPDs”), virtual MVPDs (“vMVPDs”) and digital distributor partners making up our Partner Direct pay us a license fee for sales to individuals who subscribe to CuriosityStream via the partners’ respective platforms.
Future adjustments to these subscription plans may be considered to further enhance revenue from our legacy subscribers. The multichannel video programming distributors (“MVPDs”), virtual MVPDs (“vMVPDs”) and digital distributor partners making up our Partner Direct pay us a license fee for sales to individuals who subscribe to CuriosityStream via the partners’ respective platforms.
Our ability to attract, retain and improve the effectiveness of our employees is a critical factor for executing our growth strategy. We strive to recruit the best people for the job regardless of race, sexual orientation, gender, religion, or other factors. We are committed to diversity and inclusion as well as equitable pay within our workforce.
We strive to recruit the best people for the job regardless of race, sexual orientation, gender, religion, or other factors. 6 We are committed to diversity and inclusion as well as equitable pay within our workforce.
Our mission is to provide premium factual entertainment that informs, enchants and inspires. We seek to meet demand for high-quality factual entertainment via subscription video on-demand (“SVOD”) platforms, content licensing, bundled content licenses for SVOD and linear offerings, talks and courses and partner bulk sales. The main sources of our revenue are: 1.
We seek to meet the demand for high-quality factual entertainment via subscription video on-demand (“SVOD”) platforms, content licensing, bundled content licenses for SVOD and linear offerings, talks and courses and partner bulk sales. The main sources of our revenue are: 1. Subscription and license fees earned from our Direct-to-Consumer business and Partner Direct subscribers ("Direct Business"), 2.
To further some of these initiatives, following our Business Combination, we retained Willis Towers Watson, a leading global advisory firm, to review our compensation structure.
To further some of these initiatives, we regularly retain Willis Towers Watson, a leading global advisory firm, to review and provide guidance on our compensation structure.
CuriosityStream LLC officially launched its subscription service to U.S. based customers in March 2015 and to international customers in September 2015. 2 BUSINESS OVERVIEW Founded by John Hendricks, former Chairman of Discovery Communications and founder of the Discovery Channel, CuriosityStream is a media and entertainment company that offers premium video and audio programming across the principal categories of factual entertainment, including science, history, society, nature, lifestyle and technology.
BUSINESS OVERVIEW Founded by John Hendricks, former Chairman of Discovery Communications and founder of the Discovery Channel, CuriosityStream is a media and entertainment company that offers premium video and audio programming across the principal categories of factual entertainment, including science, history, society, nature, lifestyle and technology. Our mission is to provide premium factual entertainment that informs, enchants and inspires.
We are able to license to certain media companies a collection of our existing titles in a traditional content licensing deal. We are also able to sell selected rights (such as in territories or on platforms that are lower priority for us) to content we create before we even begin production.
We are also able to sell selected rights (such as in territories or on platforms that are lower priority for us) to content we create before we even begin production. This latter model reduces risk in our content development decisions and creates content licensing revenue.
We have confidentiality and proprietary rights arrangements with our employees, consultants and business partners, and we control access to, and distribution of, our proprietary information. Our registered trademarks in the U.S. include “Curiosity” and “CuriosityStream” among others. We are the registrant of the internet domain name for our website, www.curiositystream.com , as well as others.
To accomplish this, we rely on a combination of intellectual property rights, including trade secrets, copyrights and trademarks, as well as contractual restrictions. We have confidentiality and proprietary rights arrangements with our employees, consultants and business partners, and we control access to, and distribution of, our proprietary information. Our registered trademarks in the U.S. include “Curiosity” and “CuriosityStream” among others.
The Company also aggregates rights to hundreds of thousands of video and audio programs, course materials and other assets to utilize on our own services as well as license to other media and technology companies.
Through new and long-standing international partnerships, substantial portions of our video library have been localized from English into eleven different languages. The Company also aggregates rights to millions of video and audio programs, course materials and other assets to utilize on our own services as well as license to other media and technology companies.
HUMAN CAPITAL We employed approximately 47 and 57 full-time employees on average, during 2024 and 2023, respectively. As of December 31, 2024, we employed 45 full-time employees, all of whom were located in the U.S. During 2024, we eliminated 4 positions as part of restructuring.
HUMAN CAPITAL We employed approximately 44 and 47 full-time employees on average, during 2025 and 2024, respectively. As of December 31, 2025, we employed 42 full-time employees, all of whom were located in the U.S. We have one location, a corporate office plus filming studio and edit suites, in Silver Spring, Maryland.
In the future, we hope to continue developing integrated digital brand partnerships with advertisers. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in the forms described above. We believe the impressions accumulated in these multi-faceted campaigns would result in verifiable metrics for the clients.
We continue to expand these offerings across YouTube and other similar ad-supported distribution channels to maximize our brand reach and digital ad inventory. In the future, we hope to continue developing integrated digital brand partnerships with advertisers. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in the forms described above.
We operate our business as a single operating segment that provides premium content through multiple channels, including the use of various applications, partnerships and affiliate relationships. CuriosityStream’s award-winning content library features more than 15,000 programs that explore topics ranging from space engineering to ancient history to the rise of Wall Street, and includes shows and series from leading nonfiction producers.
CuriosityStream’s award-winning content library features approximately 14,000 programs that explore topics ranging from space engineering to ancient history to the rise of Wall Street, and includes shows and series from leading nonfiction producers. Each week we launch new video titles, which are available on demand in high- or ultra-high definition.
Subscription and license fees earned from our Direct-to-Consumer business and Partner Direct subscribers ("Direct Business"), 2. License fees from content licensing arrangements ("Content Licensing"), 3. Bundled license fees from distribution affiliates (“Bundled Distribution”), and 4. Other revenue, including advertising and sponsorships ("Other").
License fees from content licensing arrangements ("Content Licensing"), 3. Bundled license fees from distribution affiliates (“Bundled Distribution”), and 4. Other revenue, including advertising and sponsorships ("Other"). We operate our business as a single operating segment that provides premium content through multiple channels, including the use of various applications, partnerships and affiliate relationships.
Our eliminated roles during the year were primarily in the areas of finance, sales and marketing. We have one location, a corporate office plus filming studio and edit suites, in Silver Spring, Maryland. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.
Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. Our ability to attract, retain and improve the effectiveness of our employees is a critical factor for executing our growth strategy.
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CuriosityStream LLC, Legacy CuriosityStream’s predecessor, was formed in the State of Delaware in June 2008.
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CuriosityStream LLC officially launched its subscription service to U.S. based customers in March 2015 and to international customers in September 2015.
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Each week we launch new video titles, which are available on-demand in high- or ultra-high definition. Through new and long-standing international partnerships, substantial portions of our video library have been localized from English into eleven different languages.
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Direct Business 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 offering includes access through the Company’s website and applications developed for electronic devices. Collectively, DTC and Partner Direct comprise the Company’s Direct Business.
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Direct Business Our Direct Business revenue is derived from consumers subscribing directly through our owned and operated website (“O&O Consumer Service”), mobile applications developed for iOS and Android operating systems (“App Services”) and through Partner Direct relationships. Our O&O Consumer Service is available in more than 175 countries to any household with a broadband connection.
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DTC offering 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.
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Our App Services enable access to CuriosityStream on almost every major consumer device, including streaming media players like Roku, Apple TV and Amazon Fire TV and major smart TV brands (e.g., LG, Vizio, Samsung).
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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, Sony, and Samsung. We generate revenue through digital distributor partners and vMVPDs, including YouTube TV, The Roku Channel, Apple Channels, and Amazon Prime Video Channels.
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In addition to our standard subscription offerings, we generate revenue from Transactional Video-On-Demand (TVOD), which allows consumers to purchase or rent individual titles on a pay-per-view basis. We began implementing a price increase for legacy subscribers in March 2023, starting with English-speaking countries, and the price increase has now been applied globally across all markets.
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Through these relationships, subscribers can access our content as a premium add-on within the partner’s respective ecosystem. We continually evaluate our pricing structures to align with market conditions. Alongside our standard subscription, we offer the “Smart Bundle” service, which includes access to Tastemade, Kidstream, SommTV, and Curiosity University.
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This adjustment impacts the majority of our Direct Business revenue. Alongside our standard subscription, we continue to offer the Smart Bundle service, which includes access to Tastemade, Kidstream, SommTV, and Curiosity University, with current Smart Bundle pricing unchanged. Future adjustments to these subscription plans may be considered to further enhance revenue.
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We are also able to license to certain media companies a collection of our existing titles in a traditional content licensing deal. Both our AI content licensing fees and traditional content licensing deals, including those structured as non-monetary barter transactions, are reported as Library sales.
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Our Enterprise business is comprised primarily of selling subscriptions in bulk to companies and organizations that in turn offer these subscriptions to their employees and members as an employment benefit or “gift of curiosity.” Content Licensing Our Content Licensing business provides factual content to entertainment media companies.
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The Company generates revenue through the licensing of its content library for various applications, including traditional media use and emerging technology integrations. Traditional content licensing, including non-monetary barter arrangements, and AI-related licensing fees are collectively reported within Library sales. This allows us to monetize our deep archive of high-quality assets across diverse market demands.
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This latter model reduces risk in our content development decisions and creates content licensing revenue.
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These include short- and long-form program integration, branded social media promotional videos, and broadcast advertising spots within our video and audio programs. Our services are made available via our linear programming channels, in front of the paywall, and through an increasing focus on digital display ads.
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Summary of Results For the year ended December 31, 2024, we reported revenue of $51.1 million and a net loss of $12.9 million. Please see “ Item 7.
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Additionally, we deliver content through advertising-based video-on-demand (AVOD) and free advertising-supported streaming television (FAST) platforms. This includes our dedicated YouTube channels (Curiosity and Curiosity University), where we generate advertising revenue from our digital content without transactional video-on-demand (TVOD) components.
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Our DTC membership growth may reflect variations when consumers buy internet-connected screens and when they tend to increase their viewing, although these trends are generally immaterial for our business. In most years, the first quarter, on a relative percentage basis, has represented our greatest streaming subscriber growth.
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We frequently structure these arrangements as non-monetary barter transactions, where we recognize revenue from the licensing of our content library in exchange for advertising services or media campaigns.
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In addition, our membership growth can be impacted by our content release schedule and changes to pricing. INTELLECTUAL PROPERTY Our success depends upon our ability to protect our technologies and intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including trade secrets, copyrights and trademarks, as well as contractual restrictions.
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We believe the impressions accumulated in these multi-faceted campaigns would result in verifiable metrics for the clients while allowing us to monetize our content assets and expand our brand reach without immediate cash outlays. Summary of Results For the year ended December 31, 2025, we reported revenue of $71.7 million and a net loss of $6.4 million.
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Historically, our Direct-to-Consumer ("DTC") subscription trends reflected variations in consumer behavior, such as increased viewing habits or hardware purchases during specific periods of the year. However, these historical seasonal patterns have become less indicative of our performance as our strategic focus has shifted. During 2024 and 2025, we experienced a decline in total DTC subscriptions.
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This trend reflects a broader maturing of the streaming market and our internal transition toward prioritizing high-margin revenue opportunities and cost-optimization over aggressive subscriber acquisition. While our subscription base has contracted, we continue to focus on the retention of high-value subscribers and the growth of our other revenue streams, such as content licensing, AVOD, and FAST platforms.
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This includes our focus on data licensing for AI model training, which represents the vast majority of our AI content licensing activity. Our subscription levels remain sensitive to our content release schedule, pricing adjustments, and the intensive competitive environment for digital subscriptions. 5 Our success depends upon our ability to protect our technologies and intellectual property.
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We are the registrant of the internet domain name for our website, www.curiositystream.com , as well as others. We own rights to proprietary processes and trade secrets, including those underlying the CuriosityStream service.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe trading market for our Common Stock relies in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. In addition, some financial analysts may have limited expertise with our model and operations.
Biggest changeIf securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline. The trading market for our Common Stock relies in part on the research and reports that industry or financial analysts publish about us or our business.
The following factors may affect us from period-to-period and may affect our long-term performance: • our ability to maintain and develop new and existing revenue-generating relationships; • our ability to improve or maintain gross margins in our business; • the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and governance; • our ability to significantly increase our subscriber base and retain customers; • our ability to enforce our contracts and collect receivables from third parties; • our ability to develop, acquire and maintain an adequate breadth and depth of content via original productions, co-productions, commissions and/or licenses; • changes by our competitors to their product and service offerings; • increased competition; • our ability to detect and comply with data collection and privacy regulation and customer questions related thereto in every jurisdiction in which we operate; • changes in promotional support or other aspects of our relationships with our partners through which we make our service available, including the MVPDs and/or the vMVPDs, through which we offer our content; • our ability to effectively manage the development of new business segments and markets, and determine appropriate contract and licensing terms; • our ability to maintain and develop new and existing marketing relationships; 8 • our ability to maintain, upgrade and develop our website, our applications through which we offer our service on our customers’ devices and our internal computer systems; • fluctuations in the use of the internet for the purchase of consumer goods and services such as those we offer; • technical difficulties, system downtime or internet disruptions; • our ability to attract new and qualified personnel in a timely and effective manner and retain existing personnel; • conflicts of interest involving our founder and principal stockholder, John Hendricks; • our ability to attract and retain sponsors and prove that our sponsorship offerings are effective enough to justify a pricing structure that is profitable for us; • the success of our content licensing to other media companies; • our ability to successfully manage the integration of operations and technology resulting from possible future acquisitions; • governmental regulation and taxation policies; and • general economic conditions and economic conditions specific to the internet, online commerce and the media industry.
The following factors may affect us from period-to-period and may affect our long-term performance: • our ability to maintain and develop new and existing revenue-generating relationships; • our ability to improve or maintain gross margins in our business; • the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and governance; • our ability to significantly increase our subscriber base and retain customers; • our ability to enforce our contracts and collect receivables from third parties; • our ability to develop, acquire and maintain an adequate breadth and depth of content via original productions, co-productions, commissions and/or licenses; • changes by our competitors to their product and service offerings; • increased competition; • our ability to detect and comply with data collection and privacy regulation and customer questions related thereto in every jurisdiction in which we operate; 8 • changes in promotional support or other aspects of our relationships with our partners through which we make our service available, including the MVPDs and/or the vMVPDs, through which we offer our content; • our ability to effectively manage the development of new business segments and markets, and determine appropriate contract and licensing terms; • our ability to maintain and develop new and existing marketing relationships; • our ability to maintain, upgrade and develop our website, our applications through which we offer our service on our customers’ devices and our internal computer systems; • fluctuations in the use of the internet for the purchase of consumer goods and services such as those we offer; • technical difficulties, system downtime or internet disruptions; • our ability to attract new and qualified personnel in a timely and effective manner and retain existing personnel; • conflicts of interest involving our founder and principal stockholder, John Hendricks; • our ability to attract and retain sponsors and prove that our sponsorship offerings are effective enough to justify a pricing structure that is profitable for us; • the success of our content licensing to other media companies; • our ability to successfully manage the integration of operations and technology resulting from possible future acquisitions; • governmental regulation and taxation policies; and • general economic conditions and economic conditions specific to the internet, online commerce and the media industry.
Our Charter provides that, subject to limited exceptions, any (i) derivative action or proceeding brought on our behalf, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder or employee to us or our stockholders, (iii) action asserting a claim arising pursuant to any provision of the DGCL or our Charter or Bylaws, or (iv) action asserting a claim governed by the internal affairs doctrine shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware.
Our Charter provides that, subject to limited exceptions, any (i) derivative action or proceeding brought on our behalf, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder or employee to us or our stockholders, (iii) action asserting a claim arising pursuant to any provision of the DGCL or our Charter or Bylaws, or (iv) action asserting a claim governed by the internal affairs doctrine shall, to the 28 fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware.
See “ We are at risk of attempts at unauthorized access to our service through cyberattacks, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results and financial condition .” 15 We rely on subscription data provided by our third-party distributors and platform partners that has not been independently verified, and inaccuracies in that data may seriously harm and adversely affect our reputation and our business.
See “ We are at risk of attempts at unauthorized access to our service through cyberattacks, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results and financial condition .” We rely on subscription data provided by our third-party distributors and platform partners that has not been independently verified, and inaccuracies in that data may seriously harm and adversely affect our reputation and our business.
If U.S. or non-U.S. tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted. In particular, taxing authorities in many jurisdictions have targeted online platforms as a means to collect indirect taxes in connection with transactions taking place over the internet.
If U.S. or non-U.S. tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted. 25 In particular, taxing authorities in many jurisdictions have targeted online platforms as a means to collect indirect taxes in connection with transactions taking place over the internet.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Common Stock, fines, sanctions and other regulatory action and potentially civil litigation. Any of these effects could harm our business, financial condition, and results of operations. Compliance obligations under the Sarbanes-Oxley Act require substantial financial and management resources.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Common Stock, fines, sanctions and other regulatory action and potentially civil litigation. Any of these effects could harm our business, financial condition, and results of operations. 31 Compliance obligations under the Sarbanes-Oxley Act require substantial financial and management resources.
Although we cannot predict whether or in what form any such proposals will pass, certain proposals under consideration, if enacted into law, could have an adverse impact on our effective tax rate, income tax expense, and cash flows. In addition, governmental tax authorities 24 are increasingly scrutinizing the tax positions of companies.
Although we cannot predict whether or in what form any such proposals will pass, certain proposals under consideration, if enacted into law, could have an adverse impact on our effective tax rate, income tax expense, and cash flows. In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies.
However, these estimates are subject to change based on a number of factors, including the percentage of users selecting monthly vs. annual plans, increased rates of subscription cancellations and decreased rates 10 of user acquisition. We cannot assure you that these estimates will be indicative of future performance or that the risks related to these estimates will not materialize.
However, these estimates are subject to change based on a number of factors, including the percentage of users selecting monthly vs. annual plans, increased rates of subscription cancellations and decreased rates of user acquisition. We cannot assure you that these estimates will be indicative of future performance or that the risks related to these estimates will not materialize.
Furthermore, while devices are manufactured and sold by entities other than CuriosityStream, the connection between these devices and CuriosityStream may nonetheless result in consumer dissatisfaction toward CuriosityStream and such dissatisfaction could result in claims against us or otherwise adversely impact our business. In addition, technology changes to our streaming functionality may require that partners update their devices.
Furthermore, while devices are manufactured and sold by entities other than CuriosityStream, the connection between these devices and CuriosityStream may nonetheless result in 12 consumer dissatisfaction toward CuriosityStream and such dissatisfaction could result in claims against us or otherwise adversely impact our business. In addition, technology changes to our streaming functionality may require that partners update their devices.
The impairment of all or part of our content assets, finite-lived intangible assets or equity method investments may have a material adverse effect on our business, financial condition or results of operations. The amount of impairment determined reduces the carrying value of the asset and is expensed in that period as a charge to our results of operations.
The impairment of all or part of our content assets, finite-lived intangible assets or equity method investments may have a material 16 adverse effect on our business, financial condition or results of operations. The amount of impairment determined reduces the carrying value of the asset and is expensed in that period as a charge to our results of operations.
The statute is now enforceable by a new California data protection agency, the California Privacy Protection Agency, which has issued detailed implementing regulations and signaled intent to use its enforcement authority aggressively. The Agency’s latest set of regulations are detailed and complex, and create significant administrative and operational burdens for our Company.
The 29 statute is now enforceable by a new California data protection agency, the California Privacy Protection Agency, which has issued detailed implementing regulations and signaled intent to use its enforcement authority aggressively. The Agency’s latest set of regulations are detailed and complex, and create significant administrative and operational burdens for our Company.
Failure to comply with these obligations could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations, we could incur additional expenses. 29 Our reputation and relationships with users would be harmed if our user data, particularly billing data, were to be accessed by unauthorized persons.
Failure to comply with these obligations could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations, we could incur additional expenses. Our reputation and relationships with users would be harmed if our user data, particularly billing data, were to be accessed by unauthorized persons.
The risks associated with such acquisitions or investments (some of which may be unforeseen) include the difficulty of integrating solutions, operations, and personnel; inheriting liabilities and exposure to litigation; failure to realize anticipated benefits and expected synergies; and diversion of management’s time and attention, among other acquisition- and/or investment-related risks.
The risks associated with such acquisitions or investments (some of which may be unforeseen) include the difficulty of integrating solutions, operations, and personnel; inheriting liabilities and exposure to litigation; failure to realize anticipated benefits and expected synergies; and diversion of management’s time and attention, among 9 other acquisition- and/or investment-related risks.
The payment of any cash dividends in the future is subject to financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments, provisions of applicable law, and other factors our Board deems relevant, and our Board continuing to determine that the declaration of dividends are in the best interests of our stockholders.
The payment of any cash dividends in the future is subject to financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments, provisions of applicable law, and other factors our Board deems relevant, and our Board continuing to determine that the declaration of dividends are in the 26 best interests of our stockholders.
Consequently, the personal data we have may differ from our users’ actual information. If sponsors, advertisers, partners or investors do not perceive our user, geographic or other demographic metrics to be accurate representations of our user base, or if we discover material inaccuracies in our user, geographic, or other demographic metrics, our reputation may be seriously harmed.
Consequently, the personal data we have may differ from our users’ actual information. If sponsors, advertisers, partners or investors do not perceive our user, geographic or other demographic metrics to be accurate representations of our user base, or if we discover material inaccuracies in our user, geographic, or 15 other demographic metrics, our reputation may be seriously harmed.
Furthermore, to the extent network operators create tiers of internet access service and either charge us for or prohibit us from having our content available through these tiers, our business could be negatively impacted. 22 Most network operators that provide consumers with access to the internet also provide these consumers with multichannel video programming.
Furthermore, to the extent network operators create tiers of internet access service and either charge us for or prohibit us from having our content available through these tiers, our business could be negatively impacted. Most network operators that provide consumers with access to the internet also provide these consumers with multichannel video programming.
Litigation disputes could cause us to incur unforeseen expenses, result in content unavailability, service disruptions and otherwise occupy a 30 significant amount of our management’s time and attention, any of which could negatively affect our business operations and financial position. We incur significant costs as a result of operating as a public company.
Litigation disputes could cause us to incur unforeseen expenses, result in content unavailability, service disruptions and otherwise occupy a significant amount of our management’s time and attention, any of which could negatively affect our business operations and financial position. We incur significant costs as a result of operating as a public company.
We may be unable to compete successfully against current and future competitors, and competitive pressures could harm our business and prospects. 11 We face risks, such as unforeseen costs and potential liability, in connection with content we acquire, produce, license and/or distribute through our service.
We may be unable to compete successfully against current and future competitors, and competitive pressures could harm our business and prospects. We face risks, such as unforeseen costs and potential liability, in connection with content we acquire, produce, license and/or distribute through our service.
Accordingly, we recognized impairments to our equity method investments in the Spiegel Venture and Nebula in the second and third quarters of 2023, respectively. 16 In addition, companies in the streaming industry experienced a decline in market valuations during 2023, and the market price of our common shares declined significantly through the third quarter.
Accordingly, we recognized impairments to our equity method investments in the Spiegel Venture and Nebula in the second and third quarters of 2023, respectively. In addition, companies in the streaming industry experienced a decline in market valuations during 2023, and the market price of our common shares declined significantly through the third quarter.
We may incur non-cash impairment charges for our content assets, goodwill and other intangible assets and equity method investments which would negatively impact our business, financial condition and operating results. It is possible that we may never realize the full value of our intangible assets.
We may incur non-cash impairment charges for our content assets and other intangible assets and equity method investments which would negatively impact our business, financial condition and operating results. It is possible that we may never realize the full value of our intangible assets.
In addition to the risks that we face in the U.S., our international operations involve risks that could adversely affect our business, including: • new and different sources of competition; • different and more stringent user protection, data protection, privacy and other laws, including data localization requirements; • adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations, and the related application of judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities given the ultimate tax determination is uncertain; • different or more onerous or costly rights society collection royalties and charges; • the need to adapt our content and user interfaces for specific cultural and language differences, including in-licensing a certain portion of our content assets before we have developed a full appreciation for its performance within a given territory; • difficulties in complying with territorial licenses; • difficulties and costs associated with staffing and managing foreign operations; • management distraction; • political or social unrest, global hostilities and economic instability, including the Israel-Hamas war, as well as the military invasion of Ukraine by Russian forces and the economic sanctions imposed by the U.S. and other nations on Russia, Belarus and certain Russian organizations and individuals; • compliance with U.S. laws such as the Foreign Corrupt Practices Act, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials; 23 • difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions; • regulatory requirements or government action against our service, whether in response to enforcement of actual or purported legal and regulatory requirements or otherwise, that results in disruption or non-availability of our service or particular content in the applicable jurisdiction; • foreign intellectual property laws, such as the EU copyright directive, or changes to such laws, which may be less favorable than U.S. law and, among other issues, may impact the economics of creating or distributing content, anti-piracy efforts, or our ability to protect or exploit intellectual property rights; • fluctuations in currency exchange rates, which have and may continue to impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk, which we do not currently hedge against but may do so in the future; • profit repatriation and other restrictions on the transfer of funds; • differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as payment cards; • censorship requirements that cause us to remove or edit content or make other accommodations that lead to consumer disappointment or dissatisfaction with our service; • low usage and/or penetration of internet-connected consumer electronic devices; • availability of reliable broadband connectivity and wide area networks in targeted areas for expansion; • integration and operational challenges as well as potential unknown liabilities in connection with companies we may acquire or control; • differing, and often more lenient, laws and consumer understanding/attitudes regarding the illegality of piracy; • negative impacts from trade disputes; and • implementation of regulations designed to stimulate the local production of film and television series in order to promote and preserve local culture and economic activity, including local content quotas, investment obligations, and levies to support local film funds.
In addition to the risks that we face in the U.S., our international operations involve risks that could adversely affect our business, including: • new and different sources of competition; • different and more stringent user protection, data protection, privacy and other laws, including data localization requirements; • adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations, and the related application of judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities given the ultimate tax determination is uncertain; • different or more onerous or costly rights society collection royalties and charges; • the need to adapt our content and user interfaces for specific cultural and language differences, including in-licensing a certain portion of our content assets before we have developed a full appreciation for its performance within a given territory; • difficulties in complying with territorial licenses; • difficulties and costs associated with staffing and managing foreign operations; • management distraction; • political or social unrest, global hostilities and economic instability, including the ongoing military operations in Iran, escalating tensions in the Middle East, the Israel-Hamas war, as well as the military invasion of Ukraine by Russian forces and the economic sanctions imposed by the U.S. and other nations on Russia, Belarus and certain Russian organizations and individuals; • compliance with U.S. laws such as the Foreign Corrupt Practices Act, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials; • difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions; • regulatory requirements or government action against our service, whether in response to enforcement of actual or purported legal and regulatory requirements or otherwise, that results in disruption or non-availability of our service or particular content in the applicable jurisdiction; 24 • foreign intellectual property laws, such as the EU copyright directive, or changes to such laws, which may be less favorable than U.S. law and, among other issues, may impact the economics of creating or distributing content, anti-piracy efforts, or our ability to protect or exploit intellectual property rights; • fluctuations in currency exchange rates, which have and may continue to impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk, which we do not currently hedge against but may do so in the future; • profit repatriation and other restrictions on the transfer of funds; • differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as payment cards; • censorship requirements that cause us to remove or edit content or make other accommodations that lead to consumer disappointment or dissatisfaction with our service; • low usage and/or penetration of internet-connected consumer electronic devices; • availability of reliable broadband connectivity and wide area networks in targeted areas for expansion; • integration and operational challenges as well as potential unknown liabilities in connection with companies we may acquire or control; • differing, and often more lenient, laws and consumer understanding/attitudes regarding the illegality of piracy; • negative impacts from trade disputes; and • implementation of regulations designed to stimulate the local production of film and television series in order to promote and preserve local culture and economic activity, including local content quotas, investment obligations, and levies to support local film funds.
Our content is primarily in the English language with subtitling or dubbing in Spanish, Mandarin, Russian, Swedish, German, Dutch, Danish, Finnish, Norwegian and Slovenian in parts of our library and the world where demand exists and we have the language version rights.
Our content is primarily in the English language with subtitling or dubbing in Spanish, Mandarin, Russian, Swedish, German, Dutch, Danish, Finnish, Norwegian, Slovenian and French in parts of our library and the world where demand exists and we have the language version rights.
We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.
We may be unable, without significant cost or at all, to prevent third parties 18 from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.
We also periodically choose to discontinue certain operations and business partnerships that we no longer believe are additive or 7 complementary to our business or strategic direction. These initiatives are intended to reduce operating costs without loss of productivity.
We also periodically choose to discontinue certain operations and business partnerships that we no longer believe are additive or complementary to our business or strategic direction. These initiatives are intended to reduce operating costs without loss of productivity.
We rely on third parties to process payment. Acceptance and processing 12 of these payment methods are subject to certain rules, regulations, and industry standards, including data storage requirements, additional authentication requirements for certain payment methods, and require payment of interchange and other fees.
We rely on third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules, regulations, and industry standards, including data storage requirements, additional authentication requirements for certain payment methods, and require payment of interchange and other fees.
We cannot reliably predict the courts’ or arbitrators' views of the theories asserted in the cases brought against online streaming services under the VPPA, and thus we cannot predict the likely outcome of the claims against ourselves and other streaming services that are defendants in 28 these cases.
We cannot reliably predict the courts’ or arbitrators' views of the theories asserted in the cases brought against online streaming services under the VPPA, and thus we cannot predict the likely outcome of the claims against ourselves and other streaming services that are defendants in these cases.
Our reputation and ability to attract, retain and serve our users is dependent upon the reliable performance and security of our computer systems, mobile and other user applications, and those of third parties that we utilize in 20 our operations.
Our reputation and ability to attract, retain and serve our users is dependent upon the reliable performance and security of our computer systems, mobile and other user applications, and those of third parties that we utilize in our operations.
If we are unable to reach mutually acceptable terms with these organizations, we could become involved in litigation and/or could be enjoined from distributing certain content, which could 17 adversely impact our business.
If we are unable to reach mutually acceptable terms with these organizations, we could become involved in litigation and/or could be enjoined from distributing certain content, which could adversely impact our business.
With newer markets, we also need to establish our reputation with consumers and to the extent we are not successful in creating positive impressions, our business in these newer markets may be adversely impacted.
With newer markets, we also need 13 to establish our reputation with consumers and to the extent we are not successful in creating positive impressions, our business in these newer markets may be adversely impacted.
If consumers do not perceive our service offering to be of value, including if we introduce new or adjust existing features, adjust pricing or service offerings or change the mix of or our investment into our content in a manner that is not favorably received by them, we may not be able to attract and retain users, and accordingly, our revenue, including revenue per paying membership, and result of operations may be adversely affected.
If consumers do not perceive our service offering to be of value, including if we introduce new or adjust existing features, adjust pricing or service offerings or change the mix of or our investment into our content in a manner that is not favorably received by them, we may not be able to attract and retain users, and accordingly, our revenue, including revenue per paying subscription, and result of operations may be adversely affected.
If we do not grow as expected, we may not be able to adjust our expenditures or increase our per-user revenues, including by adjusting membership pricing, commensurate with the lowered growth rate, such that our margins, liquidity and results of operations may be adversely impacted, and our ability to operate at a net loss may be strained.
If we do not grow as expected, we may not be able to adjust our expenditures or increase our per-user revenues, including by adjusting subscription pricing, commensurate with the lowered growth rate, such that our margins, liquidity and results of operations may be adversely impacted, and our ability to operate at a net loss may be strained.
While the license periods and the terms and conditions of such licenses vary, a significant portion of our content is subject to license for a given period.
While the license periods and 17 the terms and conditions of such licenses vary, a significant portion of our content is subject to license for a given period.
Membership may also be impacted by our business relationships with our MVPDs, vMVPDs or other affiliates. For example, when one of our agreements with a Bundled Distribution partner was terminated in the third quarter of 2022, we experienced a decline in subscribers as a result of such termination.
Subscriptions may also be impacted by our business relationships with our MVPDs, vMVPDs or other affiliates. For example, when one of our agreements with a Bundled Distribution partner was terminated in the third quarter of 2022, we experienced a decline in subscribers as a result of such termination.
If our efforts to build a strong brand identity and improve user satisfaction and loyalty are not successful, we may not be able to attract or retain users, and our operating results may be adversely affected. The CuriosityStream brand is only ten years old, and we must continue to build a strong brand identity.
If our efforts to build a strong brand identity and improve user satisfaction and loyalty are not successful, we may not be able to attract or retain users, and our operating results may be adversely affected. The CuriosityStream brand is only eleven years old, and we must continue to build a strong brand identity.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since our Common Stock and Warrants are listed on NASDAQ, they are covered securities.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since our Common Stock is listed on Nasdaq, they are covered securities.
From time to time, we may be engaged in legal proceedings that could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention. From time to time, we may be subject to litigation or claims that could negatively affect our business operations and financial position.
GENERAL RISK FACTORS From time to time, we may be engaged in legal proceedings that could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention. From time to time, we may be subject to litigation or claims that could negatively affect our business operations and financial position.
While historically we have experienced negative operating cash flows, in 2024 we achieved positive net cash flow from operating activities.
While historically we have experienced negative operating cash flows, in 2024 and 2025, we achieved positive net cash flow from operating activities.
The maintenance of the internal control system to achieve compliance with the Sarbanes-Oxley Act may impose obligations on us and require substantial additional financial and management resources. Further, a material weakness in our disclosure controls and internal control over financial reporting has been discovered in the past and may be discovered in the future.
The maintenance of the internal control system to achieve compliance with the Sarbanes-Oxley Act may impose obligations on us and require substantial additional financial and management resources. Further, material weaknesses in our disclosure controls and internal control over financial reporting have been discovered in the past and may be discovered in the future.
Any attempt by hackers to obtain our data (including user and corporate information) or intellectual property (including digital content assets), disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy, expose us to potential liability and damage our reputation.
Any attempt by hackers to obtain our data (including user and corporate information) or intellectual property (including digital content assets), disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy, expose us to potential liability and damage our reputation. 21 We have implemented certain systems and processes to thwart hackers and protect our data and systems.
We also enter into multi-year commitments for content that we produce, either directly or through third parties, including elements associated with these productions such as non-cancellable commitments under talent agreements.
In connection with licensing content, we typically enter into multi-year commitments with content providers. We also enter into multi-year commitments for content that we produce, either directly or through third parties, including elements associated with these productions such as non-cancellable commitments under talent agreements.
Our obligations, including content obligations, may: • make it difficult for us to satisfy our other financial obligations; • limit our ability to use our cash flow, borrow additional funds or obtain other additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; • require us to use a substantial portion of our cash flow from operations to make debt service payments and pay our other obligations when due; • limit our flexibility to plan for, or react to, changes in our business and industry; • place us at a competitive disadvantage compared to our less leveraged competitors; and • increase our vulnerability to the impact of adverse economic and industry conditions.
Our obligations, including content obligations, may: • make it difficult for us to satisfy our other financial obligations; • limit our ability to use our cash flow, borrow additional funds or obtain other additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; • require us to use a substantial portion of our cash flow from operations to make debt service payments and pay our other obligations when due; • limit our flexibility to plan for, or react to, changes in our business and industry; • place us at a competitive disadvantage compared to our less leveraged competitors; and • increase our vulnerability to the impact of adverse economic and industry conditions. 20 The long-term and fixed cost nature of our content commitments may limit our operating flexibility and could adversely affect our liquidity and results of operations.
For example, as of December 31, 2024, approximately 73% of the titles on our CuriosityStream SVOD service were subject to licenses, approximately 49% of which expire in 2025 and approximately 13% of which expire in 2026. Of the titles that expire in 2025 and 2026, some may be renewed for a one- or two-year term at our unilateral option.
For example, as of December 31, 2025, approximately 75% of the titles on our CuriosityStream SVOD service were subject to licenses, approximately 18% of which expire in 2026 and approximately 17% of which expire in 2027. Of the titles that expire in 2026 and 2027, some may be renewed for a one- or two-year term at our unilateral option.
These provisions provide for, among other things: • the ability of our Board to issue one or more series of preferred stock; • advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; • certain limitations on convening special stockholder meetings; • limiting the ability of stockholders to act by written consent; • providing that our Board is expressly authorized to make, alter or repeal our Bylaws; • the removal of directors only for cause and only upon the affirmative vote of holders of at least a majority of the shares of Common Stock entitled to vote generally in the election of directors; and • that certain provisions may be amended only by the affirmative vote of at least 66.7% of the shares of Common Stock entitled to vote generally in the election of directors. 27 These anti-takeover provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders.
These provisions provide for, among other things: • the ability of our Board to issue one or more series of preferred stock; • advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; • certain limitations on convening special stockholder meetings; • limiting the ability of stockholders to act by written consent; • providing that our Board is expressly authorized to make, alter or repeal our Bylaws; • the removal of directors only for cause and only upon the affirmative vote of holders of at least a majority of the shares of Common Stock entitled to vote generally in the election of directors; and • that certain provisions may be amended only by the affirmative vote of at least 66.7% of the shares of Common Stock entitled to vote generally in the election of directors.
Given these factors, as well as our continuing operating losses, we identified an indicator of impairment related to our content asset group and performed an analysis of content assets to assess if the fair value was less than unamortized cost. As a result of this impairment analysis of content assets, we recorded an impairment during the third quarter of 2023.
Given these factors, as well as our continuing operating losses, we identified an indicator of impairment related to our content asset group and performed an analysis of content assets to assess if the fair value was less than unamortized cost.
We may also have to remove content from our service. As a result of a dispute, we may have to develop non-infringing technology, enter into royalty or licensing agreements, adjust our content, marketing activities or take other actions to resolve the claims.
We may also have to remove content from our service. As a result of a dispute, we may have to develop non-infringing technology, enter into royalty or licensing agreements, adjust our content, marketing activities or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us.
Generally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000 for companies trading on NASDAQ), a minimum number of holders of our securities (generally 300 public holders) and a $1.00 minimum share price.
In order to continue listing our securities on Nasdaq, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000 for companies trading on Nasdaq), a minimum number of holders of our securities (generally 300 public holders) and a $1.00 minimum share price.
A total of 7,725,000 shares of our Common Stock were reserved for issuance under our Omnibus Incentive Plan at inception. In the future, we may also issue our securities in connection with investments or acquisitions.
A total of 7,725,000 shares of our Common Stock were reserved for issuance under our Omnibus Incentive Plan at inception, and an additional 3,000,000 shares were subsequently reserved for issuance under the Omnibus Incentive Plan following our 2025 Annual Meeting of Stockholders. In the future, we may also issue our securities in connection with investments or acquisitions.
We also utilize our own and third-party content delivery networks to help us stream factual entertainment in high volume to CuriosityStream users over the internet.
In addition, we utilize third-party “cloud” computing services in connection with our business operations. We also utilize our own and third-party content delivery networks to help us stream factual entertainment in high volume to CuriosityStream users over the internet.
The costs relating to any data breach could be material, even though we currently carry insurance against the risk of a data breach. We also maintain employment and personal information concerning our employees.
Additionally, we could face legal claims or regulatory fines or penalties for such a breach. The costs relating to any data breach could be material, even though we currently carry insurance against the risk of a data breach. We also maintain employment and personal information concerning our employees.
Such amount did not include content commitments that did not meet the criteria for liability recognition. For more information on our content obligations, inc luding those not in our balance sheet, see Note 13 - Commitments and Contingencies in the Notes to Consolidated Financial Statements .
For more information on our content obligations, inc luding those not in our balance sheet, see Note 13 - Commitments and Contingencies in the Notes to Consolidated Financial Statements .
If we were unable to access all or a significant portion of the amounts we have deposited at financial institutions for any extended period of time, we may not be able to pay our operational expenses or make other payments until we are able to move our funds to accounts at one or more other financial institutions, which process could cause a temporary delay in making payments to our vendors and employees and cause other operational challenges. 19 We have a substantial amount of obligations, including streaming content obligations, which, together with any debt we may incur in the future, could adversely affect our financial position, and we may not be able to generate sufficient cash to service our obligations.
If we were unable to access all or a significant portion of the amounts we have deposited at financial institutions for any extended period of time, we may not be able to pay our operational expenses or make other payments until we are able to move our funds to accounts at one or more other financial institutions, which process could cause a temporary delay in making payments to our vendors and employees and cause other operational challenges.
Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business. 14 Changes in how we market our service, or increases in our advertising rates, could adversely affect our marketing expenses and user levels may be adversely affected.
Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience 14 discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business.
Companies also may enter into business combinations or alliances that strengthen their competitive positions. If we are unable to successfully or profitably compete with current and new competitors, our business will be adversely affected, and we may not be able to increase or maintain market share and revenues or achieve profitability.
If we are unable to successfully or profitably compete with current and new competitors, our business will be adversely affected, and we may not be able to increase or maintain market share and revenues or achieve profitability.
The stockholder parties also may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.
The stockholder parties also may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. We are a "smaller reporting company" and a "non-accelerated filer," and the reduced disclosure requirements applicable to these categories may make our Common Stock less attractive to investors.
We regularly review our long-lived assets, including our content assets, goodwill and other finite-lived intangible assets for impairment. Goodwill is subject to impairment review on an annual basis and whenever potential impairment indicators are present. Other long-lived assets, including our content assets, and finite-lived intangible assets are reviewed when there is an indication that an impairment may have occurred.
We regularly review our long-lived assets, including our content assets and other finite-lived intangible assets for impairment. Other long-lived assets, including our content assets, and finite-lived intangible assets are reviewed when there is an indication that an impairment may have occurred.
These and other adjustments we have made or may make in the future may not be well-received by consumers and could negatively impact our ability to attract and retain subscribers, revenues per paying subscriber, revenue and our results of operations. In addition, we believe that many of our users rejoin our service or originate from word-of-mouth advertising from existing users.
These and other adjustments we have made or may make in the future may not be well-received by consumers and could negatively impact our ability to attract and retain subscribers, revenues per paying subscriber, revenue 7 and our results of operations.
These actions, if required, may be costly or unavailable on terms acceptable to us. 18 RISKS RELATED TO LIQUIDITY We may find it difficult to successfully compete without significant capital investment or loans beyond what is available to us in current and future capital raising efforts.
RISKS RELATED TO LIQUIDITY We may find it difficult to successfully compete without significant capital investment or loans beyond what is available to us in current and future capital raising efforts.
In addition, new technological developments, including the development and use of generative artificial intelligence, are rapidly evolving. If our competitors gain an advantage by using such technologies, our ability to compete effectively and our results of operations could be adversely impacted. Companies also may enter into business combinations or alliances that strengthen their competitive positions.
If our competitors gain an advantage by using such technologies, our ability to compete effectively and our results of operations could be adversely impacted. Companies also may enter into business combinations or alliances that strengthen their competitive positions.
RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. Our Common Stock and Warrants are listed on NASDAQ.
RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. Our Common Stock is listed on Nasdaq. We cannot assure you that our securities will continue to be listed on Nasdaq in the future.
As a result, our stockholders may be limited in their ability to obtain a premium for their shares. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.
These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.
If we are unable to service our obligations, including any debt we may incur in the future, from cash flows, we may need to refinance or restructure all or a portion of such obligations prior to maturity.
We may or may not be able to accurately predict the ultimate impact on our levels of liquidity from our cash flows and such predictions are subject to change. 19 If we are unable to service our obligations, including any debt we may incur in the future, from cash flows, we may need to refinance or restructure all or a portion of such obligations prior to maturity.
In addition, there is an increasing focus from regulators, investors, members and other stakeholders on environmental, social, and governance (“ESG”) matters, both in the U.S. and internationally, including the adoption of new disclosure and regulatory frameworks.
In addition, there is an increasing focus from regulators, investors, members and other stakeholders on environmental, social, and governance (“ESG”) matters, both in the U.S. and internationally, including the adoption of new disclosure and regulatory frameworks. To the extent the content we distribute and the manner in which we produce content creates ESG related concerns, our reputation may be harmed.
We have obligations, including streaming content obligations. Moreover, we may incur substantial indebtedness in the future and expect to incur other obligations, including additional streaming content obligations. As of December 31, 2024, we had $0.3 million of total content liabilities as reflected in our consolidated balance sheet.
Moreover, we may incur substantial indebtedness in the future and expect to incur other obligations, including additional streaming content obligations. As of December 31, 2025, we had $0.4 million of total content liabilities as reflected in our consolidated balance sheet. Such amount did not include content commitments that did not meet the criteria for liability recognition.
Because we rely heavily on AWS for computing infrastructure and we cannot easily switch our AWS operations to another cloud provider, any disruption of or interference with our use of AWS would impact our operations and our business would be adversely affected.
Because we rely heavily on AWS for computing infrastructure and we cannot easily switch our AWS operations to another cloud provider, any disruption of or interference with our use of AWS would impact our operations and our business would be adversely affected. 22 Interruptions or delays in service arising from our own systems or from our third-party vendors could impair the delivery of our service and harm our business.
We also may be required to notify regulators about any actual or perceived data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods.
We also may be required to notify regulators about any actual or perceived data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods. 30 In the event of such a breach, current and potential users may become unwilling to provide the information to us necessary for them to become users.
If we expand into new markets or increase certain operations in connection with our growth strategies, we may be required to comply with new regulatory requirements that could cause us to incur additional expenses, increase our cost of doing business, impose additional burdens on us or otherwise negatively affect our business.
However, there can be no assurance that these partners will, or will continue to, engage us for co-productions or commissioned content, or that we will earn the margins that we expect on such projects. 10 If we expand into new markets or increase certain operations in connection with our growth strategies, we may be required to comply with new regulatory requirements that could cause us to incur additional expenses, increase our cost of doing business, impose additional burdens on us or otherwise negatively affect our business.
As our offerings evolve, we are managing and adjusting our business to address varied content offerings, consumer customs and practices, different technology infrastructure, different markets for factual video content, as well as differing legal and regulatory environments.
We have expanded our operations internationally, seeking to effectively and reliably handle anticipated growth in both users and features related to our service. As our offerings evolve, we are managing and adjusting our business to address varied content offerings, consumer customs and practices, different technology infrastructure, different markets for factual video content, as well as differing legal and regulatory environments.
Through new and existing distribution channels, consumers have increasing options to access video entertainment. The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the video entertainment market. Piracy, in particular, threatens to damage our business.
The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the video entertainment market. Piracy, in particular, threatens to damage our business. Piracy’s fundamental proposition to consumers is compelling and difficult to compete against, as virtually all content is free.
If too many of our users cancel our service, or if we are unable to attract new users in numbers sufficient to grow our business, our operating results will be adversely affected. Further, if excessive numbers of users cancel our service, we may incur higher marketing expenditures than we currently anticipate in order to replace these users with new users.
Further, if excessive numbers of users cancel our service, we may incur higher marketing expenditures than we currently anticipate in order to replace these users with new users.
RISKS RELATED TO INTELLECTUAL PROPERTY If content providers or other rights holders refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected.
An over-reliance on non-cash revenue could negatively impact our overall cash flow position and financial flexibility. RISKS RELATED TO INTELLECTUAL PROPERTY If content providers or other rights holders refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected.
We have implemented certain systems and processes to thwart hackers and protect our data and systems. From time to time, we have experienced an unauthorized release of certain digital content assets, however, to date these unauthorized releases have not had a material impact on our service or systems.
From time to time, we have experienced an unauthorized release of certain digital content assets, however, to date these unauthorized releases have not had a material impact on our service or systems. There is no assurance that cyber incidents may not have a material impact on our service or systems in the future.
We are an “emerging growth company,” as defined in the JOBS Act, and may remain an emerging growth company until December 31, 2025, which is the last day of the fiscal year following the fifth anniversary of our 26 initial public offering.
As of December 31, 2025, we ceased to be an "emerging growth company" as defined in the JOBS Act because that date marked the last day of the fiscal year following the fifth anniversary of our initial public offering.
Our rights to the international distribution of portions of our co-produced or licensed content are subject to certain geographic and platform or media restrictions. However, we intend to seek partnerships with strong platforms in international territories, subject, in each case, to any then-existing geographic and media restrictions on the distribution of any of our content.
However, we intend to seek partnerships with strong platforms in international territories, subject, in each case, to any then-existing geographic and media restrictions on the distribution of any of our content. There can be no assurance that these international partnerships will be successful or result in our meeting revenue targets.
If an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer. Acquisitions and investments may contribute to fluctuations in our quarterly financial results.
Furthermore, if we do not integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent anticipated. If an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer. Acquisitions and investments may contribute to fluctuations in our quarterly financial results.
We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by AWS. Currently, we run the vast 21 majority of our computing on AWS.
We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by AWS. Currently, we run the vast majority of our computing on AWS. In addition, Amazon.com’s retail division competes with us for users, and Amazon.com could use, or restrict our use of, AWS to gain a competitive advantage against us.
We utilize a broad mix of marketing and public relations programs, including social media sites, to promote our service to potential new users.
Changes in how we market our service, or increases in our advertising rates, could adversely affect our marketing expenses and user levels may be adversely affected. We utilize a broad mix of marketing and public relations programs, including social media sites, to promote our service to potential new users.
However, in the event we are deemed to be an accelerated filer or a large accelerated filer or otherwise no longer qualify as an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
Although we are no longer an emerging growth company, we currently qualify as a 'non-accelerated filer' and a "smaller reporting company." As a non-accelerated filer, we are not required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.
If we were to be no longer listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities. 25 If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.
If we were to be no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.
If our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, as was the case in 2022 and 2023.
If our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process. Acquisitions also could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results.
We are at risk of attempts at unauthorized access to our service through cyberattacks, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results and financial condition.
To the extent that network operators are able to provide preferential treatment to their data as opposed to ours or otherwise implement discriminatory network management practices, our business could be negatively impacted. 23 We are at risk of attempts at unauthorized access to our service through cyberattacks, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results and financial condition.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur security infrastructure includes advanced tools and protocols, such as firewall protections, secure user authentication, and up-to-date 31 antivirus and internet security software, which we believe are fundamental components of our operational protocols designed to mitigate vulnerabilities and efficiently address security incidents. We also assess and manage cybersecurity risks associated with our third-party service providers.
Biggest changeOur security infrastructure includes advanced tools and protocols, such as firewall protections, secure user authentication, and up-to-date antivirus and internet security software, which we believe are fundamental components of our operational protocols designed to mitigate vulnerabilities and efficiently address security incidents. We also assess and manage cybersecurity risks associated with our third-party service providers.
In the normal course of business, we proactively manage and monitor cybersecurity activities. To date, these efforts have successfully prevented any incidents that could materially affect our business strategy, operational results, or financial condition. We remain vigilant and are not currently aware of any threats that pose a material risk.
In the normal course of business, we proactively manage and monitor cybersecurity activities. To date, these efforts have successfully prevented any incidents that could materially affect our business strategy, operational 32 results, or financial condition. We remain vigilant and are not currently aware of any threats that pose a material risk.
We require the implementation of security measures that align with our established security policies and protocols as well as compliance with applicable legal requirements. The ongoing improvement of our cybersecurity measures is overseen by our Vice President of Engineering, who has 17 years of experience in software and security, along with a bachelor's degree in Computer Engineering.
We require the implementation of security measures that align with our established security policies and protocols as well as compliance with applicable legal requirements. The ongoing improvement of our cybersecurity measures is overseen by our Vice President of Engineering, who has 18 years of experience in software and security, along with a bachelor's degree in Computer Engineering.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 32 PART II
Biggest changeWe are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 33 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUSE OF PROCEEDS Not Applicable. 33 ISSUER PURCHASES OF EQUITY SECURITIES The following table provides information regarding the purchases made by the Company of its Common Stock during the three months ended December 31, 2024: (a) (b) (c) (d) Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs* October 1 to October 31, 2024 0 $ — — 3,805,000 November 1 to November 30, 2024 20,000 1.58 20,000 3,785,000 December 1 to December 31, 2024 700 1.6 700 3,784,300 Total 20,700 20,700 * On June 10, 2024, our Board authorized and approved a share repurchase program for up to $4 million of the then-outstanding shares of our Common Stock.
Biggest changeISSUER PURCHASES OF EQUITY SECURITIES The following table provides information about purchases of shares of our common stock during the three months ended December 31, 2025 related to shares withheld upon vesting of RSUs for minimum tax withholding obligations: (a) (b) (c) (d) Period Total Number of Shares Purchased* Average Price Paid per Share (or Unit) Total Number of Shares Purchased as Part of Publicly Announced Plans Maximum Number of Shares that May Yet Be Purchased Under the Plans October 1 to October 31, 2025 682 $ 4.80 — — November 1 to November 30, 2025 327,417 $ 4.10 — — December 1 to December 31, 2025 462 $ 4.30 — — Total 328,561 0 *Total number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of stock-based compensation awards.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth information regarding our equity compensation plans at December 31, 2024: (a) (b) (c) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 26,986 (Stock Options) + 2,060,920 (RSUs) $5.00 (Weighted-Average Exercise Price for Options) 974,473 Equity compensation plans not approved by security holders None N/A N/A Total 2,087,906 $5.00 (for options only) 974,473 ITEM 6. [RESERVED] 34
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth information regarding our equity compensation plans at December 31, 2025: 34 (a) (b) (c) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 26,986 (Stock Options) + 3,427,855 (RSUs) $5.00 (Weighted-Average Exercise Price for Options) 734,814 Equity compensation plans not approved by security holders None N/A N/A Total 3,454,841 $5.00 (for options only) 734,814 ITEM 6. [RESERVED] 35
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION Our Common Stock and Warrants are traded on NASDAQ under the symbols “CURI” and “CURIW,” respectively.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION Our Common Stock is traded on Nasdaq under the symbol “CURI” .
The actual number of holders of our Common Stock is greater than this number of record holders and includes stockholders who are benefici al owners but whose shares of our Common Stock are held in street name by banks, brokers and other nominees. RECENT SALES OF UNREGISTERED EQUITY SECURITIES None.
HOLDERS As of March 6, 2026, there were approximately 108 holders of record of our Common Stock. The actual number of holders of our Common Stock is greater than this number of record holders and includes stockholders who are benefici al owners but whose shares of our Common Stock are held in street name by banks, brokers and other nominees.
DIVIDENDS On November 5, 2024, the Board declared the cash dividend of $0.025 per share to be paid on March 28, 2025, to all holders of record of Common Stock at the close of business on March 14, 2025. On January 30, 2025, the Board increased the dividend from $0.025 per share to $0.030 per share.
DIVIDENDS 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. The dividend payment of $4.7 million is expected to be paid from available cash on hand.
Subsequently, on March 10, 2025, the Board further increased the dividend to $0.040 per share for an expected aggregate amount of $2.3 million. Subject to future declaration by our Board, we intend to continue to pay regular quarterly cash dividends.
Subject to future declaration by our Board, we intend to continue to pay regular quarterly cash dividends.
Removed
HOLDERS As of March 5, 2025, there were approximately 210 holders of record of our Common Stock, and 32 holders of record of our Warrants.
Added
RECENT SALES OF UNREGISTERED EQUITY SECURITIES None. USE OF PROCEEDS Not Applicable.
Removed
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 does not have an expiration date and may be modified, suspended, or discontinued at any time at the Company’s discretion.
Removed
The Company had no other repurchase plans or programs during the period covered by the table above.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe Company also aggregates rights to hundreds of thousands of video and audio programs, course materials and other assets to utilize on our own services as well as license to other media and technology companies. 35 RESULTS OF OPERATIONS The following table represents a summary of our Consolidated Statements of Operations for the years ended December 31, 2024, and 2023, and the discussion that follows compares the financial results for year ended December 31, 2024, to the year ended December 31, 2023: Year Ended December 31, $ Change % Change (in thousands) 2024 2023 Revenues Direct Business $ 38,592 75 % $ 34,976 61 % $ 3,616 10 % Content Licensing 7,798 15 % 14,047 25 % (6,249) (44 %) Bundled Distribution 3,937 8 % 6,098 11 % (2,161) (35 %) Other 807 2 % 1,768 3 % (961) (54 %) Total revenues $ 51,134 100 % $ 56,889 100 % $ (5,755) (10 %) Operating expenses Cost of revenues $ 25,363 39 % $ 35,553 35 % (10,190) (29 %) Advertising and marketing 14,434 23 % 17,390 17 % (2,956) (17 %) General and administrative 24,670 38 % 29,447 29 % (4,777) (16 %) Impairment of content assets — — % 18,970 19 % (18,970) (100 %) Total operating expenses $ 64,467 100 % $ 101,360 100 % $ (36,893) (36 %) Operating loss (13,333) (44,471) 31,138 (70 %) Other income (expense) Change in fair value of warrant liability (44) 213 (257) *n/m Interest and other income 3,074 1,272 1,802 142 % Equity method investment loss (2,506) (5,404) 2,898 (54 %) Loss before income taxes $ (12,809) $ (48,390) $ 35,581 (74 %) Provision for income taxes 132 506 (374) (74 %) Net loss $ (12,941) $ (48,896) $ 35,955 (74 %) * Percentage not meaningful Operating loss for the years ended December 31, 2024, and 2023, was $13.3 million and $44.5 million, respectively.
Biggest changeThe Company also aggregates rights to millions of video and audio programs, course materials and other assets to utilize on our own services as well as license to other media and technology companies. 36 RESULTS OF OPERATIONS The following table represents a summary of our Consolidated Statements of Operations for the years ended December 31, 2025, and 2024 , and the discussion that follows compares the financial results for year ended December 31, 2025, to the year ended December 31, 2024 : Year Ended December 31, $ Change % Change (in thousands) 2025 2024 Revenues Direct Business $ 33,613 47 % $ 38,592 75 % $ (4,979) (13 %) Content Licensing 33,233 46 % 7,798 15 % 25,435 326 % Bundled Distribution 3,379 5 % 3,937 8 % (558) (14 %) Other 1,433 2 % 807 2 % 626 78 % Total revenues $ 71,658 100 % $ 51,134 100 % $ 20,524 40 % Operating expenses Cost of revenues $ 31,113 39 % $ 25,363 39 % 5,750 23 % Advertising and marketing 14,028 18 % 14,434 23 % (406) (3 %) General and administrative 33,821 43 % 24,670 38 % 9,151 37 % Total operating expenses $ 78,962 100 % $ 64,467 100 % $ 14,495 22 % Operating loss (7,304) (13,333) 6,029 (45 %) Other income (expense) Change in fair value of warrant liability 88 (44) 132 *n/m Interest and other income 983 3,074 (2,091) (68 %) Equity method investment loss (180) (2,506) 2,326 (93 %) Loss before income taxes $ (6,413) $ (12,809) $ 6,396 (50 %) (Benefit from) provision for income taxes 14 132 (118) *n/m Net loss $ (6,427) $ (12,941) $ 6,514 (50 %) * Percentage not meaningful Operating loss for the years ended December 31, 2025, and 2024, was $7.3 million and $13.3 million, respectively.
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 and at the time that it completes its performance obligation.
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 productions, the Company capitalizes costs associated with the production, including development costs, direct costs and production overhead. 43 Amortization of content assets is reported within Cost of revenues in the consolidated statements of operations.
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.
We have affiliate agreement relationships with, and our service is available directly from major MVPDs that include Comcast, Cox, and Dish, and vMVPDs and digital distributors that include Amazon Prime Video Channels, Apple Channel, Roku Channel, Sling TV and YouTube TV.
We have affiliate relationships with, and our service is available directly from, major MVPDs that include Comcast, Cox, and Dish, and vMVPDs and digital distributors that include Amazon Prime Video Channels, Apple Channel, The Roku Channel, Sling TV and YouTube TV.
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.
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.
Cost of Revenues Cost of revenues en compasses content amortization, distribution fees, revenue sharing arrangements, hosting and streaming delivery costs, payment processing costs, commission costs, and subtitling and broadcast costs. Producing and co-producing content and commissioned content is generally more costly than content acquired through licenses.
Cost of Revenues Cost of revenues en compasses distribution fees, content amortization, hosting and streaming delivery costs, payment processing costs, commission costs, and subtitling and broadcast costs. Producing and co-producing content and commissioned content is generally more costly than content acquired through licenses.
CuriosityStream’s award-winning content library features more than 15,000 programs that explore topics ranging from space engineering to ancient history to the rise of Wall Street, and includes shows and series from leading nonfiction producers. Each week we launch new video titles, which are available on-demand in high- or ultra-high definition.
CuriosityStream’s award-winning content library features approximately 6,000 programs that explore topics ranging from space engineering to ancient history to the rise of Wall Street, and includes shows and series from leading nonfiction producers. Each week we launch new video titles, which are available on demand in high- or ultra-high definition.
Subject to financing alternatives, we may also increase our capital expenditures significantly to take advantage of opportunities we consider to be attractive. OFF BALANCE SHEET ARRANGEMENTS As of December 31, 2024, we had no off-balance sheet arrangements.
Subject to financing 44 alternatives, we may also increase our capital expenditures significantly to take advantage of opportunities we consider to be attractive. OFF BALANCE SHEET ARRANGEMENTS As of December 31, 2025, we had no off-balance sheet arrangements.
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.
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.
We do not incur billing, streaming or backend costs associated with content distribution through our MVPD, vMVPD and digital distributor partners.
We do not incur billing, streaming or back-end costs associated with content distribution through our MVPD, vMVPD and digital distributor partners.
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.
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. 45 Revenue Recognition The Company’s performance obligations include: 1.
In the future, we hope to continue developing integrated digital brand partnerships with advertisers. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in the forms described above. We believe the impressions accumulated in these multi-faceted campaigns would result in verifiable metrics for the clients.
These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in the forms described above. We believe the impressions accumulated in these multi-faceted campaigns would result in verifiable metrics for the clients.
Cash Flow Analysis The following table presents our cash flows from operating, investing and financing activities for the years ended December 31, 2024, and 2023: Year Ended December 31, (in thousands) 2024 2023 Net cash provided by (used in) operating activities $ 8,151 $ (16,172) Net cash (used in) provided by investing activities (31,405) 14,003 Net cash used in financing activities (7,010) (123) Net (decrease) in cash, cash equivalents and restricted cash $ (30,264) $ (2,292) Operating Activities Cash flow from operating activities primarily consists of net losses, changes to our content assets (including additions and amortization), and other working capital items.
Cash Flow Analysis The following table presents our cash flows from operating, investing and financing activities for the years ended December 31, 2025, and 2024 : Year Ended December 31, (in thousands) 2025 2024 Net cash provided by operating activities $ 13,057 $ 8,151 Net cash provided by (used in) investing activities 23,148 (31,405) Net cash used in financing activities (25,778) (7,010) Net increase (decrease) in cash, cash equivalents and restricted cash $ 10,427 $ (30,264) Operating Activities Cash flow from operating activities primarily consists of net losses, changes to our content assets (including additions and amortization), and other working capital items.
As of December 31, 2024, we had repurchased $251 thousand of Common Stock under this program. 41 We cannot predict when or if we will repurchase any additional shares of common stock as this stock repurchase program will depend on a number of factors, including constraints imposed by applicable federal securities laws, price, general business and market conditions, and alternative investment opportunities.
We cannot predict when or if we will repurchase any additional shares of common stock as this stock repurchase program will depend on a number of factors, including constraints imposed by applicable federal securities laws, price, general business and market conditions, and alternative investment opportunities. This program does not obligate us to acquire any particular amount of common stock.
Operating Expenses Our primary operating costs relate to the cost of producing and acquiring our content, the costs of advertising and marketing our service, personnel costs, and distribution fees. 38 For the years ended December 31, 2024, and 2023, our operating expenses were $64.5 million and $101.4 million, respectively, a decrease of $36.9 million, or 36%.
Operating Expenses Our primary operating costs relate to the cost of producing and acquiring our content, the costs of advertising and marketing our service, personnel costs, and distribution fees. For the years ended December 31, 2025, and 2024 , our operating expenses were $79.0 million and $64.5 million, respectively, representing an increase of $14.5 million, or 22%.
Distribution fees include payment processing fees and revenue share arrangements with Smart Bundle and digital distributor partners, as well as fees owed to the Spiegel Venture related to JV's streaming service.
Distribution fees include revenue share arrangements with our content, Smart Bundle and digital distributor partners, payment processing fees and fees owed to the Spiegel Venture related to JV's streaming service. We pay a fixed percentage fee to our AI training content partners.
Although we reported a net loss of $12.9 million for the year ended December 31, 2024, this amount reflected noncash items such as amortization of content assets, stock-based compensation and equity method investment loss of $19.1 million, $6.6 million, and $2.5 million, respectively.
Although we reported a net loss of $6.4 million for the year ended December 31, 2025, this amount reflected noncash items such as amortization of content assets, stock-based compensation, and changes in operating assets and liabilities of $14.5 million, $14.4 million, and $4.3 million, respectively.
The multichannel video programming distributors (“MVPDs”), virtual MVPDs (“vMVPDs”) and digital distributor partners making up our Partner Direct pay us a license fee for individuals who subscribe to CuriosityStream via the partners’ respective platforms.
Future adjustments to these subscription plans may be considered to further enhance revenue from our legacy subscribers. The multichannel video programming distributors (“MVPDs”), virtual MVPDs (“vMVPDs”) and digital distributor partners making up Partner Direct pay us a license fee for subscribers to CuriosityStream via the partners’ respective platforms.
The following table presents a summary of our cash flows from operating activities for the years ended December 31, 2024, and 2023: Year Ended December 31, (in thousands) 2024 2023 Net loss $ (12,941) $ (48,896) Adjustments to reconcile net loss to net cash used in operating activities Change in fair value of warrant liability 44 (213) Additions to content assets (5,698) (18,316) Change in content liabilities (125) (2,455) Amortization of content assets 19,130 22,905 Impairment of content assets and intangible assets — 18,970 Stock-based compensation 6,568 3,999 Equity method investment loss 2,506 5,404 Other non-cash items 475 1,003 Changes in operating assets and liabilities (1,808) 1,427 Net cash provided by (used in) operating activities $ 8,151 $ (16,172) During the years ended December 31, 2024, our net cash inflow from operating activities was $8.2 million compared to net cash used in operating activities of $16.2 million for 2023, an increase in operating cash outflow of of $24.3 million.
The following table presents a summary of our cash flows from operating activities for the years ended December 31, 2025, and 2024 : 43 Year Ended December 31, (in thousands) 2025 2024 Net loss $ (6,427) $ (12,941) Adjustments to reconcile net loss to net cash used in operating activities Change in fair value of warrant liability (88) 44 Additions to content assets (13,944) (5,698) Change in content liabilities 80 (125) Amortization of content assets 14,511 19,130 Amortization of premiums and accretion of discounts associated with investments in debt securities, net (517) (294) Stock-based compensation 14,366 6,568 Equity method investment loss 180 2,506 Other non-cash items 632 769 Changes in operating assets and liabilities 4,264 (1,808) Net cash provided by operating activities $ 13,057 $ 8,151 During the years ended December 31, 2025, our net cash inflow from operating activities was $13.1 million compared to $8.2 million for 2024, an increase in operating cash inflow of $4.9 million.
See Note 9 - Segment and Geographic Information in the accompanying notes to the consolidated financial statements for further detail. 45 Accounting Pronouncements Issued but not Adopted In December 2023, the FASB issued ASU No. 2023-09 ("ASU 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 will evaluate the impact of any such standards on its consolidated financial statements as they are issued. 48 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 following table details our Content Licensing results for the years ended December 31, 2024, and 2023: Year Ended December 31, $ Change % Change (in thousands) 2024 2023 Library sales* $ 7,357 94 % $ 11,739 84 % $ (4,382) (37 %) Presales 441 6 % 2,308 16 % (1,867) (81 %) Total Content Licensing $ 7,798 100 % $ 14,047 100 % $ (6,249) (44 %) * Amounts includes $4.5 million and $9.9 million from trade and barter transactions for the years ended December 31, 2024 and 2023 respectively.
The following table details our Content Licensing results for the years ended December 31, 2025, and 2024 : Year Ended December 31, $ Change % Change (in thousands) 2025 2024 Library sales* $ 33,233 100 % $ 7,357 94 % $ 25,876 352 % Presales — — % 441 6 % (441) (100 %) Total Content Licensing $ 33,233 100 % $ 7,798 100 % $ 25,435 326 % * Amounts includes $12.6 million and $4.5 million from trade and barter transactions for the years ended December 31, 2025 and 2024 respectively.
This program does not obligate us to acquire any particular amount of common stock. The program has no expiration date and may be modified, suspended or discontinued at any time at our discretion.
The program has no expiration date and may be modified, suspended or discontinued at any time at our discretion.
Net loss for the years ended December 31, 2024, and 2023, was $12.9 million and $48.9 million, respectively, a decrease in net loss of $36.0 million, or 74%. This improvement was primarily driven by a $31.1 million reduction in operating loss for 2024, which includes the absence of the $19.0 million impairment of content assets recognized in 2023.
Net loss for the years ended December 31, 2025, and 2024, was $6.4 million and $12.9 million, respectively, representing a decrease of $6.5 million, or 50% in net loss. This improvement was primarily driven by a $6.0 million reduction in operating loss for 2025.
We believe that our current cash levels, including investments that are readily convertible to cash, will be adequate to support our ongoing operations, capital expenditures, dividend payments and working capital for at least the next twelve months.
We believe that our current cash levels and investments, supplemented by anticipated operating cash flows and the availability under our new Credit Facility will be adequate to support our ongoing operations, capital expenditures, dividend payments, and working capital for at least the next twelve months from the date of this filing.
Cash used during the year included a $1.8 million change in operating assets and liabilities and additions to content assets and change of content liabilities of $5.7 million and $0.1 million, respectively. For the year ended December 31, 2023, we reported a net loss of $48.9 million.
Cash used during the year included additions to content assets, and amortization of premiums and accretion of discounts associated with investments in debt securities, net of $1.4 million, and $0.5 million, respectively. For the year ended December 31, 2024, we reported a net loss of $12.9 million.
Other We provide advertising and sponsorships services through developing integrated digital brand partnerships designed to offer CuriosityStream content in a variety of forms, including short- and long-form program integration; branded social media promotional videos; broadcast advertising spots in our video and audio programs that are made available on our linear programming channels or in front of the paywall; and our increasing focus on digital display ads while delivering our content through advertising-based video-on-demand (AVOD), free advertising-supported streaming television (FAST), YouTube and other similar distribution channels.
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.
Interest and Other Income For the year ended December 31, 2024, interest and other income increased by $1.8 million, primarily due to income recorded for the Company’s Employee Retention Credit (ERC) claim totaling $1 million.
Interest and Other Income For the year ended December 31, 2025, interest and other income decreased by $2.1 million. This decline was primarily driven by the non-recurrence of a $1 million income recorded in 2024 related to the Company’s Employee Retention Credit (ERC) claim.
LIQUIDITY AND CAPITAL RESOURCES Liquidity As of December 31, 2024, the Company’s cash and cash equivalents and restricted cash totaled $8.0 million, with an additional $31.7 million held in investments in debt securities that can be readily converted to cash to support ongoing operating cash flow needs.
The difference between our effective tax rate and the federal statutory rate is primarily due to a full valuation allowance on our federal and state deferred tax assets LIQUIDITY AND CAPITAL RESOURCES Liquidity As of December 31, 2025, the Company’s cash and cash equivalents and restricted cash totaled $18.4 million, with an additional $9.0 million held in investments in debt securities that can be readily converted to cash to support ongoing operating cash flow needs.
Refer to Note 4 - Balance Sheet Components for further discussion of the results of these analyses. 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 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.
The amount, timing and allocation of capital expenditures are largely discretionary and within management’s control.
Capital Expenditures Going forward, we expect to continue making expenditures for purchases of property and equipment. The amount, timing and allocation of capital expenditures are largely discretionary and within management’s control.
Equity Method Investment Loss During the year ended December 31, 2024, we recorded a $2.5 million equity interests loss related to the equity investments in the Spiegel Venture and Nebula, compared to a $5.4 million loss in 2023.
The remaining variance was attributable to lower interest income earned on our cash and cash equivalent balances during the period. Equity Method Investment Loss During the year ended December 31, 2025, we recorded a $0.2 million equity interests loss related to the equity investments in Nebula, compared to a $2.5 million loss in 2024.
For the years ended December 31, 2024, and 2023, o ur Bundled Distribution revenue was $3.9 million and $6.1 million, respectively. This 35% decline was primarily the result of revised affiliate agreements and the non-renewal of certain partnerships. Bundled Distribution remains a challenging business given the ongoing disruption in the linear pay television business worldwide.
For the years ended December 31, 2025, and 2024, o ur Bundled Distribution revenue was $3.4 million and $3.9 million, respectively. The decline of $0.6 million, or 14%, was primarily due to revised affiliate agreements and the non-renewal of certain partnerships.
On January 30, 2025, the Board increased the dividend from $0.025 per share to $0.030 per share. Subsequently, on March 10, 2025, the Board further increased the dividend to $0.040 per share for an expected aggregate amount of $2.3 million. Subject to future declaration by our Board, we intend to continue to pay regular quarterly cash dividends.
Our Board of Directors has declared the next cash dividend of $0.08 per share to be paid on March 20, 2026 , for an expected aggregate amount of $4.7 million . Subject to future declaration by our Board of Directors, we intend to continue to pay regular quarterly cash dividends.
This amount reflected noncash items such as amortization of content assets, stock-based compensation and equity method investment loss of $22.9 million, $4.0 million and $5.4 million, respectively.
This amount reflected noncash items such as amortization of content assets, stock-based compensation and equity method investment loss of $19.1 million, $6.6 million and $2.5 million, respectively. Cash used during the year included additions to content assets, and changes in content liabilities of $1.2 million, and $0.1 million, respectively, and changes in operating assets and liabilities of $1.8 million.
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. Subscriptions Direct-to-Consumer - O&O Consumer Service.
Licenses of specific program titles, whereby the performance obligation is satisfied as that content is made available for the customer to use. Direct Business 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.
Trade and Barter Transactions In the second quarter of 2023, the Company began entering into trade and barter transactions. The primary purpose of the transactions is the exchange of content assets through licensing agreements with media counterparties, while certain transactions may also include the exchange of advertising, whereby the Company and its counterparty exchange media campaigns or other promotional services.
Certain transactions may also include the exchange of advertising, whereby the Company and its counterparties exchange media campaigns or other promotional services.
Other Income (Expense) Change in Fair Value of Warrant Liability The fair value of our warrant liability is estimated using the Black-Scholes valuation model that takes into account a number of economic assumptions, including the market price of our Common Stock and its expected volatility. Changes in these inputs from period to period may significantly affect changes in fair values.
These increases were partially offset by a $1.1 million reduction in other general and administrative, reflecting our ongoing commitment to streamlining external services and optimizing our overall cost structure. 41 Other Income (Expense) Change in Fair Value of Warrant Liability The fair value of the Company's warrant liability was estimated using the Black-Scholes valuation model, which took into account a number of economic assumptions, including the market price of the Company's common stock and its expected volatility.
These costs consist largely of compensation expense, subscriptions that support our business, professional services, and rent.
General and Administrative Our general and administrative costs are associated with certain administrative functions, including corporate governance, executive management, information technology, finance and human resources. These costs consist largely of compensation expense, subscriptions that support our business, professional services, and rent.
We regularly monitor the creditworthiness of the financial institutions and money market fund asset managers with whom we invest our funds, and we maintain a level of liquidity sufficient to allow us to meet our cash needs in both the short term and long term.
Our cash and cash equivalents primarily consist of short-term deposits and investments held at major global financial institutions. We regularly monitor the creditworthiness of these institutions and maintain a liquidity level sufficient to meet both short-term and long-term cash requirements.
For the year ended December 31, 2024, we recorded a net cash outflow used in investing activities of $31.4 million. The net cash outflow used in investing activities was solely due to purchases of investments in debt securities. In contrast, for the year ended December 31, 2023, our cash inflows were primarily due to maturities of investments in debt securities.
Investing Activities Cash flow from investing activities consists of purchases, sales and maturities of investments, and purchases of property and equipment. For the year ended December 31, 2025, we recorded a net cash inflow provided by investing activities of $23.1 million, compared to net cash used in investing activities of $31.4 million in 2024 .
The following table details our Direct Business for the years ended December 31, 2024, and 2023: Year Ended December 31, $ Change % Change (in thousands) 2024 2023 Direct-to-Consumer $ 31,085 80% $ 29,900 85% $ 1,185 4% Partner Direct 7,260 19 % 4,709 14 % 2,551 54 % Enterprise 247 1 % 367 1 % (120) (33 %) Total Direct Business $ 38,592 100 % $ 34,976 100 % $ 3,616 10 % For the year ended December 31, 2024, our Direct-to-Consumer and Partner Direct revenue increased by $1.2 million, or 4%, and $2.6 million, or 54%, respectively, compared to 2023.
The following table details our Direct Business for the years ended December 31, 2025, and 2024: Year Ended December 31, $ Change % Change (in thousands) 2025 2024 Direct-to-Consumer $ 23,763 71% $ 31,332 81% $ (7,569) (24 %) Partner Direct 9,850 29 % 7,260 19 % 2,590 36 % Total Direct Business $ 33,613 100 % $ 38,592 100 % $ (4,979) (13 %) For the year ended December 31, 2025, our Direct-to-Consumer revenue decreased by $7.6 million, or 24%, compared to 2024, due to a decrease in DTC subscriber base.
Revenue Since the Company was founded in 2015, we have generated the majority of our revenues from consumers directly accessing our content in the form of monthly or annual subscription plans. 36 For the years ended December 31, 2024, and 2023, revenues totaled $51.1 million and $56.9 million, respectively, a decrease of $5.8 million, or 10%.
Revenue Since the Company was founded in 2015, we have generated a significant portion of our revenues from consumers directly accessing our content in the form of monthly or annual subscription plans. More recently, we have expanded our revenue streams through strategic content licensing arrangements.
The following table provides details of the dividends declared and paid as of December 31, 2024.
These transactions allow us to acquire high-quality, monetizable content while preserving our cash liquidity. The following table provides details of the dividends declared and paid as of December 31, 2025.
This decrease of 3.0 million, or 17%, reflects our efforts to optimize spending while maintaining our market presence and continuing to invest in strategic initiatives aimed at enhancing subscriber engagement and retention, and driving growth. General and Administrative Our general and administrative costs are associated with certain administrative functions, including corporate governance, executive management, information technology, finance and human resources.
For the year ended December 31, 2025, advertising and marketing expenses decreased to $14.0 million from $14.4 million in 2024 . The decrease of 0.4 million, or 3%, reflects our efforts to optimize spending while maintaining our market presence and continuing to invest in strategic initiatives aimed at enhancing Direct subscriber engagement and driving long-term growth.
Additionally, our Partner Direct primarily benefited from continued subscriber growth as well as the price increase. 37 Content Licensing Through our Content Licensing business, we license to certain media companies a col lection of existing titles from our conte nt library.
This decrease was partially offset by a $2.6 million, or 36%, increase in Partner Direct revenue, which was driven by continued subscriber growth as well as the price increase that only fully deployed to all partners since 2024. 38 Content Licensing Through our Content Licensing business, we license collections of existing titles from our content library to various media companies.
The annual subscription fees are collected by the Company at the start of the annual subscription period and are recognized ratably over the subsequent twelve-month period. Revenues are presented net of the taxes that are collected from subscribers and remitted to governmental authorities.
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.
We pay a fixed percentage distribution fee to our partners for subscribers accessing our platform via App Services to compensate these partners for access to their customer and subscriber bases.
We also pay fixed percentage fees to certain distribution partners for allowing their subscriber base to access our subscription platform.
This decline was primarily driven by declines in Content Licensing and Bundled Distribution of $6.2 million, and $2.2 million, respectively, while our Direct Business revenue increased by $3.6 million or approximately 10%.
This growth was primarily driven by an increase of $25.4 million in Content Licensing revenue, which was partially offset by a $5.0 million, or approximately 13%, decrease in our Direct Business revenue and a $0.6 million , or 14% , decrease in Bundled Distribution revenue. Other revenue contributed an additional $0.6 million in the growth over the prior year.
Financing Activities For the years ended December 31, 2024, and 2023, net cash used in financing activities was $7.0 million and $0.1 million, respectively, an increase of $6.9 million primarily due to dividends paid and tax withholding Capital Expenditures Going forward, we expect to continue making expenditures for additions to our content assets and purchases of property and equipment, although at a slower rate than in previous periods.
Financing Activities For the years ended December 31, 2025, and 2024, net cash used in financing activities was $25.8 million and $7.0 million, respectively, an increase of $18.8 million primarily due to dividends paid and tax withholdings related to the net share settlement of vesting Restricted Stock Units (RSUs).
Declaration Date Record Date Payment Date Per Share Aggregate Amount March 13, 2024 April 12, 2024 April 30, 2024 $0.025 $1.3 million May 6, 2024 July 12, 2024 July 31, 2024 $0.025 $1.3 million August 12, 2024 October 12, 2024 October 31, 2024 $0.025 $1.4 million On November 5, 2024, the Board declared the cash dividend of $0.025 per share to be paid on March 28, 2025, to all holders of record of Common Stock at the close of business on March 14, 2025.
Declaration Date Record Date Payment Date Per Share Aggregate Amount January 30, 2025 March 14, 2025 March 28, 2025 $0.04 $2.3 million May 5, 2025 June 6, 2025 June 20, 2025 $0.08 $4.6 million May 8, 2025 1 June 13, 2025 June 27, 2025 $0.10 $5.8 million August 5, 2025 September 5, 2025 September 19, 2025 $0.08 $4.6 million November 11, 2025 December 5, 2025 December 19, 2025 $0.08 $4.7 million 1 Special dividend.
The following table details cost of revenues for the years ended December 31, 2024, and 2023: Year Ended December 31, $ Change % Change (in thousands) 2024 2023 Content amortization $ 19,130 75 % $ 22,905 64 % $ (3,775) (16 %) Other * 6,233 25 % 12,648 36 % (6,415) (51 %) Total cost of revenues $ 25,363 100 % $ 35,553 100 % $ (10,190) (29 %) * Includes commissions, distribution, production and broadcast, promotions and sponsorships, and other expenses.
The following table details cost of revenues for the years ended December 31, 2025, and 2024 : Year Ended December 31, $ Change % Change (in thousands) 2025 2024 Content amortization $ 14,511 47 % $ 19,130 75 % $ (4,619) (24 %) Distribution 1 12,878 41 % 3,426 14 % 9,452 276 % Other 2 3,724 12 % 2,807 11 % 917 33 % Total cost of revenues $ 31,113 100 % $ 25,363 100 % $ 5,750 23 % 1 includes revenue share, payment processing fees, and application service commissions. 2 Includes agent commissions, production and broadcast, and other expenses. 40 For the year ended December 31, 2025, cost of revenues increased to $31.1 million from $25.4 million, a 23% increase.
The decrease in losses is primarily due to the $2.0 million impairment charge recorded by the Company to its investment in Spiegel Venture during the year ended December 31, 2023. 40 Income Taxes For the years ended December 31, 2024, and 2023, we had a provision for income taxes of $0.1 million and $0.5 million , respectively, due to generating losses before income taxes in each year.
Income Taxes For the years ended December 31, 2025, and 2024, we had an income tax provision of an immaterial amount and $0.1 million , respectively. These results reflect pre-tax losses in both years, with the 2024 provision primarily related to foreign withholding taxes.
While personnel levels may fluctuate based on our needs, we tend to focus on hiring and retaining revenue-generating personnel, such as sales staff and roles that support the improvement, maintenance and marketing of our different revenue streams. 39 The following table details general and administrative costs for the years ended December 31, 2024, and 2023: Year Ended December 31, $ Change % Change (in thousands) 2024 2023 Payroll and related $ 10,515 43 % $ 12,186 41 % $ (1,671) (14 %) Professional services 3,147 13 % 6,295 21 % (3,148) (50 %) Stock-based compensation 6,568 27 % 3,999 14 % 2,569 64 % Restructuring 1 207 1 % 819 3 % (612) n/m 2 Other 3 4,233 17 % 6,148 21 % (1,915) (31 %) Total general and administrative $ 24,670 100 % $ 29,447 100 % $ (4,777) (16 %) 1 Comprised primarily of severance and workforce optimization costs resulting from a December 2023 reduction in workforce. 2 Percentage not meaningful. 3 Includes facilities costs, depreciation and amortization, insurance, technology and subscriptions, travel and other expenses.
The following table details general and administrative costs for the years ended December 31, 2025, and 2024 : Year Ended December 31, $ Change % Change (in thousands) 2025 2024 Payroll and related $ 12,768 38 % $ 10,515 42 % $ 2,253 21 % Professional services 3,342 10 % 3,147 13 % 195 6 % Stock-based compensation 14,366 42 % 6,568 27 % 7,798 119 % Technology and subscriptions 1,217 4 % 1,249 5 % (32) (3 %) Other 1 2,128 6 % 3,191 13 % (1,063) (33 %) Total general and administrative $ 33,821 100 % $ 24,670 100 % $ 9,151 37 % 1 Includes facilities costs, depreciation and amortization, insurance, travel and other expenses.
A decrease in equity interests loss and an increase in interest income also contributed to this improvement, while the change in fair value of the warrant liability had a minimal offsetting effect.
Additional contributing factors included a decrease in losses from equity method investments, partially offset by lower interest income. The change in the fair value of warrant liabilities had a minimal offsetting effect on the overall results.
We have experienced significant net losses since our inception, and while we generate positive cash flow from operating activities, we anticipate that we will continue to incur net losses due to the investments needed to support our business plan.
We principally use cash to promote our services through advertising and marketing and to provide working capital for our operations. While we have experienced net losses since inception, we have generated positive cash flow from operating activities in 2024 and 2025 and expect this trend to continue.
This adjustment impacted the majority of our Direct Business revenue. Alongside our standard subscription, we continue to offer the Smart Bundle service, which includes access to Tastemade, Kidstream, SommTV, and Curiosity University, with its pricing unchanged. Future adjustments to these subscription plans may be considered to further enhance revenue from this segment.
Following the global implementation of price adjustments for legacy subscribers—a process initiated in March 2023, we continue to evaluate our pricing structures to align with market conditions. Alongside our standard subscription, we offer the “Smart Bundle” service, which includes access to Tastemade, Kidstream, SommTV, and Curiosity University.
The Company recognizes the gross subscription revenues when earned and simultaneously recognizes the corresponding distribution fees as an expense. The Company is the principal in these relationships as the Company retains control over service delivery to its subscribers. Enterprise.
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.
The Company expects to no longer be eligible to qualify as an EGC after December 31, 2025, which is the last day of the fiscal year following the fifth anniversary of its first sale of common equity securities in an offering registered under the Securities Act.
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 following the fifth anniversary of the Company’s initial public offering.
Removed
The decline in operating loss of $31.1 million, or 70%, primarily resulted from the decreases to our operating expenses of $36.9 million, or 36%, which more than offset the decline in revenues of $5.8 million, or 10%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Added
The reduction in operating loss of $6.0 million, or 45%, was primarily driven by an increase of $20.5 million, or 40% in total revenue. This revenue growth was partially offset by an increase of $14.5 million, or 22% in our operating expenses, which was primarily attributable to higher revenue share and an increase in stock-based compensation charges during the period.
Removed
Companies in the media industry utilize trade and barter agreements in the normal course of business to reduce cash outlays for new content assets or other expenditures by exchanging existing content assets, advertising and other services.
Added
As a result of this expansion, Content Licensing has become a core component of our diversified revenue model, now contributing nearly as much to our total revenue as our Direct Business. 37 For the years ended December 31, 2025, and 2024, revenues totaled $71.7 million and $51.1 million, respectively, representing an increase of $20.5 million, or 40%.
Removed
In the second quarter of 2023, we began entering into trade and barter transactions primarily for the purpose of exchanging content assets through licensing agreements with media counterparties, reported as content licensing revenue. Certain transactions may also include the exchange of advertising, whereby we exchange media campaigns or other promotional services, reported as other revenue.
Added
We engage in non-monetary trade and barter transactions with media counterparties as a strategic means of expanding our content library while preserving liquidity. These arrangements, which are common within the media industry, involve the exchange of content assets or advertising services.
Removed
For more information, see Note 5 - Revenue in the Notes to Consolidated Financial Statements . Direct Business Our Direct Business revenue is derived from consumers subscribing directly through our owned and operated website (“O&O Consumer Service”), mobile applications developed for iOS and Android operating systems (“App Services”) and through Partner Direct relationships.
Added
In accordance with our revenue recognition policy, revenue recorded from such transactions represents the fair value of the content assets or services received from the counterparties at the time the performance obligation is satisfied. And such revenue recorded from such transactions represents the fair value of content received from the counter parties.
Removed
Our O&O Consumer Service is available in more than 175 countries to any household with a broadband connection. Our App Services enable access to CuriosityStream on almost every major consumer device, including streaming media players like Roku, Apple TV and Amazon Fire TV, major smart TV brands (e.g., LG, Vizio, Samsung) and gaming consoles.
Added
Content-for-content exchanges are classified within Content Licensing revenue, while exchanges involving promotional services or media campaigns are recognized as Other revenue. For more information, see Note 5 - Revenue in the Notes to Consolidated Financial Statements .
Removed
In addition to our standard subscription offerings, we generate revenue from Transactional Video-On-Demand (TVOD), which allows consumers to purchase or rent individual titles on a pay-per-view basis. We began implementing a price increase for legacy subscribers in March 2023, starting with English-speaking countries, and it has now been applied globally across all markets.
Added
Direct Business 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 offering includes access through the Company’s website and applications developed for electronic devices. Collectively, DTC and Partner Direct comprise the Company’s Direct Business.
Removed
Although our overall DTC subscriber count declined, this was more than offset by the higher pricing we began rolling out in 2023.
Added
DTC offering 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.
Removed
In addition, we license and sublicense hundreds of thousands of content and data assets to companies developing large-language learning models for artificial intelligence products. We also pre-sell selected rights (such as in territories or on platforms that are lower priority for us) to content we create before we even begin production.
Added
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, Sony, and Samsung.
Removed
This latter model reduces risk in our content development decisions and creates content licensing revenue.
Added
These transactions, which include traditional cash licenses as well as non-cash barter arrangements (whereby we license out our content in exchange for new programming to expand our library while preserving liquidity), are reported as Library sales.
Removed
For the year ended December 31, 2024, Conte nt Licensing reflected our change in focus as we attempted to acquire content for lower costs during the year. Library sales decreased by 37%, due mostly to trade and barter transactions whereby we licensed our content to counterparties in the media industry and acquired their content for no cash outlay.
Added
Additionally, we license and sublicense high volumes of content and data assets to organizations developing large language models (LLMs) and other artificial intelligence (AI) products; these AI-related licensing activities are also categorized and reported within Library sales.
Removed
Presales declined by 81% as we began to focus more on acquiring content for lower investment cost while reducing our overall spending on new content.
Added
Historically, we have pre-sold selected rights to content prior to production for specific territories or platforms to mitigate development risk and generate upfront licensing revenue. However, as we prioritized capital efficiency and the optimization of our existing content inventory, we did not enter into new presale arrangements during fiscal year 2025 or 2024.

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