UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

_____________________

(MARK ONE)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number: 001-39139

_____________________

CURIOSITYSTREAM INC.

(Exact Name of Registrant as Specified in Its Charter)

_____________________


Delaware			84-1797523
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

8484 Georgia Ave., Suite 700

Silver Spring, Maryland 20910

(Address of principal executive offices)

(301) 755-2050

(Issuer’s telephone number)

_____________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001

CURI

NASDAQ

Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share

CURIW

NASDAQ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May~~August 14, 2025, 57,~~625~~929,~~988~~733 shares of ~~Common~~common ~~Stock~~stock of the registrant were issued and outstanding.

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CURIOSITYSTREAM INC.

QUARTERLY REPORT ON FORM 10-Q

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			Page
Part I. Condensed Consolidated Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Operations			3
Condensed Consolidated Statements of Stockholders’ Equity			4
Condensed Consolidated Statements of Cash Flows			56
Notes to Unaudited Consolidated Financial Statements			67
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2223
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk			3031
Item 4. Controls and Procedures			3031
Part II. Other Information
Item 1. Legal Proceedings			3233
Item 1A. Risk Factors			3233
Item 6. Exhibits			3334
Part III. Signatures			3435

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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CURIOSITYSTREAM INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)	~~March~~June 3130,2025		December 31,2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	96,~~183~~943	$	7,826
Restricted cash	~~125~~60		125
Short-term investments in debt and other securities	2421,~~262~~190		24,236
Accounts receivable, net	711,~~722~~354		6,103
Other current assets	~~1,233~~909		1,228
Total current assets	4240,~~525~~456		39,518
Investments in debt securities	52,~~485~~484		7,463
Investments in equity method investees	3,~~697~~541		3,848
Property and equipment, net	~~485~~448		520
Content assets, net	2928,~~826~~577		31,511
Operating lease right-of-use assets	2,~~990~~915		3,065
Other assets	~~244~~231		257
Total assets	$	8578,~~252~~652	$	86,182
Liabilities and stockholders’ equity
Current liabilities
Content liabilities	$	6402	$	282
Accounts payable	4,~~775~~964		5,608
Accrued expenses and other liabilities	79,~~484~~491		7,003
Deferred revenue	109,~~509~~563		10,970
Total current liabilities	2224,~~774~~420		23,863
Warrant liability	96174		88
Non-current operating lease liabilities	3,~~783~~678		3,887
Other liabilities	~~483~~539		496
Total liabilities	2728,~~136~~811		28,334
Commitments and contingencies (Note 12)
Stockholders’ equity
Common stock, $0.0001 par value – 125,000 shares authorized as of March 31, 2025, and December 31, 2024; 57,146 shares issued as of March 31, 2025 and 56,814 issued as of December 31, 2024, including 216 treasury shares; 56,598 shares outstanding as of December 31, 2024; 56,930 shares outstanding as of March 31, 2025.	5		5
Common stock, $0.0001 par value – 125,000 shares authorized as of June 30, 2025, and December 31, 2024; 57,927 shares issued as of June 30, 2025 and 56,814 issued as of December 31, 2024, including 216 treasury shares; 56,598 shares outstanding as of December 31, 2024; 57,711 shares outstanding as of June 30, 2025.	5		5
Treasury stock	(251)		(251)
Additional paid-in capital	~~367~~368,~~319~~648		366,508
Accumulated deficit	(~~308~~318,~~957~~561)		(308,414)
Total stockholders’ equity	5849,~~116~~841		57,848
Total liabilities and stockholders’ equity	$	8578,~~252~~652	$	86,182

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CURIOSITYSTREAM INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
(unaudited and in thousands except per share amounts)	2025		2024		2025		2024
Revenues	$	1519,~~090~~012	$	12,~~001~~395	$	34,102	$	24,396
Operating expenses
Cost of revenues	78,~~080~~864		6,~~748~~004		15,944		12,752
Advertising and marketing	23,~~934~~275		32,~~105~~981		6,209		6,086
General and administrative	46,~~997~~393		5,~~802~~959		11,390		11,761
	15,011		15,655
	18,532		14,944		33,543		30,599
Operating income (loss)	79480		(32,~~654~~549)		559		(6,203)
Change in fair value of warrant liability	(779)		~~(30)~~—		(86)		(30)
Interest and other income	~~426~~424		~~439~~725		850		1,164
Equity method investment loss	(~~151~~156)		(~~1,756~~152)		(307)		(1,908)
Income (loss) before income taxes	~~347~~669		(51,~~001~~976)		1,016		(6,977)
Provision for income taxes	28(115)		3455		(87)		89
Net income (loss)	$	~~319~~784	$	(52,~~035~~031)	$	1,103	$	(7,066)
Net income (loss) per share
Basic	$	0.01	$	(0.0904)	$	0.02	$	(0.13)
Diluted	$	0.01	$	(0.0904)	$	0.02	$	(0.13)
Weighted average number of common shares outstanding
Basic	57,~~132~~585		53,~~301~~613		57,357		53,455
Diluted	57,~~132~~585		53,~~301~~613		57,357		53,455

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CURIOSITYSTREAM INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited and in thousands)	Common Stock			Treasury Stock		AdditionalPaid-inCapital					AccumulatedDeficit	TotalStockholders’Equity
	Shares	Amount			Shares			Amount
Balance at December 31, 2024	56,598	$	5		216	$	(251)		$	366,508		$	(308,414)	$	57,848
Net Income	—	—			—	—			—			319		319
Dividends declared	—	—			—	—			—			(862)		(862)
Stock-based compensation, net	332	—			—	—			811			—		811
Balance at March 31, 2025	56,930	$	5		216	$	(251)		$	367,319		$	(308,957)	$	58,116
Balance at December 31, 2023	53,287	$	5		—	$	—		$	362,636		$	(289,995)	$	72,646
Net income	—	—			—	—			—			784		784
Net loss	—	—			—	—			—			(5,035)		(5,035)
Dividends declared	—	—			—	—			—			(10,388)		(10,388)
Dividends declared	—	—			—	—			—			(1,333)		(1,333)
Stock-based compensation, net	781	—			—	—			1,329			—		1,329
Stock-based compensation, net	19	—			—	—			683			—		683
Balance at June 30, 2025	57,711	$	5		216	$	(251)		$	368,648		$	(318,561)	$	49,841
Balance at March 31, 2024	53,306	$	5		—	$	—		$	363,319		$	(296,363)	$	66,961

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CURIOSITYSTREAM INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH~~STOCKHOLDERS’ ~~FLOWS~~EQUITY

	Three Months EndedMarch 31,
(unaudited and in thousands)	Common Stock				Treasury Stock			AdditionalPaid-inCapital					AccumulatedDeficit	TotalStockholders’Equity
(unaudited and in thousands)	2025		2024
	Shares		Amount			Shares				Amount
Cash flows from operating activities
Balance at December 31, 2023	53,287		$	5		$	—	$	—		$	362,636		$	(289,995)	$	72,646
Net income (loss)	$	319	$	(5,035)
Net loss	—		—			—		—			—			(5,035)		(5,035)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Dividends declared	—		—			—		—			—			(1,333)		(1,333)
Change in fair value of warrant liability	8		30
Stock-based compensation, net	19		—			—		—			683			—		683
Additions to content assets	(1,828)		(426)
Balance at March 31, 2024	53,306		$	5		—		$	—		$	363,319		$	(296,363)	$	66,961
Change in content liabilities	(276)		(333)
Net loss	—		—			—		—			—			(2,031)		(2,031)
Amortization of content assets	3,513		5,215
Dividends declared	—		—			—		—			—			(1,343)		(1,343)
Depreciation and amortization expenses	41		117
Stock-based compensation, net	439		—			—		—			1,263			—		1,263
Amortization of premiums and accretion of discounts associated with investments in debt securities, net	(195)		—
Shares repurchases	—		—			22		(26)			—			—		(26)
Stock-based compensation	863		689
Balance at June 30, 2024	53,745		$	5		22		$	(26)		$	364,582		$	(299,737)	$	64,824
Equity method investment loss	151		1,756
Other non-cash items	120		122
Changes in operating assets and liabilities
Accounts receivable	(1,619)		(116)
Other assets	3		502
Accounts payable	(757)		(1,477)
Accrued expenses and other liabilities	2,058		(419)
Deferred revenue	(479)		41
Net cash provided by operating activities	1,922		666
Cash flows from investing activities
Purchases of property and equipment	(77)		—
Sales of investments in debt securities	1,000		—
Maturities of investments in debt securities	7,400		—
Purchases of investments in debt securities	(6,253)		—
Net cash provided by investing activities	2,070		—
Cash flows from financing activities
Dividends paid	(2,277)		—
Payments related to tax withholding	(358)		(6)
Net cash used in financing activities	(2,635)		(6)
Net increase in cash, cash equivalents and restricted cash	1,357		660
Cash, cash equivalents and restricted cash, beginning of period	7,951		38,215
Cash, cash equivalents and restricted cash, end of period	$	9,308	$	38,875
Supplemental disclosure:
Cash paid for taxes	$	2	$	(2)
Cash paid for operating leases	$	141	$	138

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CURIOSITYSTREAM INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended June 30,
(unaudited and in thousands)	2025		2024

Cash flows from operating activities
Net income (loss)	$	1,103	$	(7,066)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Change in fair value of warrant liability	86		30
Additions to content assets	(4,179)		(1,693)
Change in content liabilities	120		(84)
Amortization of content assets	7,113		9,901
Depreciation and amortization expenses	83		210


Amortization of premiums and accretion of discounts associated with investments in debt securities, net	(354)		—
Stock-based compensation	3,077		2,014
Equity method investment loss	307		1,908
Other non-cash items	145		239
Changes in operating assets and liabilities
Accounts receivable	(5,251)		154
Other assets	335		954
Accounts payable	(521)		(1,697)
Accrued expenses and other liabilities	4,023		(858)
Deferred revenue	(1,376)		(1,156)
Net cash provided by operating activities	4,711		2,856

Cash flows from investing activities
Purchases of property and equipment	(77)		—

Sales of investments in debt securities	2,000		—
Maturities of investments in debt securities	17,450		—
Purchases of investments in debt securities	(11,070)		—
Net cash provided by investing activities	8,303		—

Cash flows from financing activities
Repurchases of common stock	—		(26)
Dividends paid	(12,665)		(1,333)
Payments related to tax withholding	(1,297)		(68)
Net cash used in financing activities	(13,962)		(1,427)

Net increase in cash, cash equivalents and restricted cash	(948)		1,429
Cash, cash equivalents and restricted cash, beginning of period	7,951		38,215
Cash, cash equivalents and restricted cash, end of period	$	7,003	$	39,644

Supplemental disclosure:
Cash paid for taxes	$	(151)	$	50
Cash paid for operating leases	$	235	$	276

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CURIOSITYSTREAM INC.

UNAUDITED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS

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

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

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

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

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

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

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

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and are consistent in all material respects with those applied in the Company’s consolidated financial statements as of and for the year ended December 31, 2024.

In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Annual Report on Form 10-K for the year ended December 31, 2024. The results of operations for the three and six months ended ~~March~~June 3130, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

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USE OF ESTIMATES

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

Concentration of Risk

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

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

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

Investments in Debt Securities

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

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

Fair Value Measurement of Financial Instruments

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

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

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

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

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

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The Company’s assets measured at fair value on a recurring basis have included its investments in money market funds, U.S. government securities, corporate ~~debt~~and ~~securities,~~ municipal debt securities and certificates of deposit. Level 1 inputs were derived by using unadjusted quoted prices for identical assets in active markets and were used to value the Company’s investments in money market funds, U.S. government debt securities, and certificates of deposit. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate and municipal debt securities.

The Company’s liabilities measured at fair value on a recurring basis include its private placement warrants issued to Software Acquisition Holdings LLC, the Company’s former sponsor, in a private placement offering (the “Private Placement Warrants”). The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. Refer to Note 6 - Stockholders' Equity for significant assumptions which the Company used in the fair value model for the Private Placement Warrants.

Certain assets are measured at fair value on a nonrecurring basis and are subject to fair value adjustments only in certain circumstances, e.g., when there is evidence of impairment indicators.

The Company’s remaining financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities, are carried at cost, which approximates fair value because of the short-term maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

The Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company, as an emerging growth company (“EGC”), to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. 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.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("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. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

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. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

NOTE 3 - EQUITY INVESTMENTS

The Company holds equity investments in Spiegel TV Geschichte und Wissen GmbH & Co. KG (the “Spiegel Venture”) and Watch Nebula LLC (“Nebula”). The Company accounts for these investments under the equity method of accounting.

The Company’s carrying value for its equity method investment in Nebula as of ~~March~~June 3130, 2025, and December 31, 2024, was as follows:

(in thousands)	Total
Balance at December 31, 2024	$	3,848
Equity method investment loss	(~~151~~307)
Balance at March 31, 2025	$	3,697
Balance at June 30, 2025	$	3,541

The carrying value of the Company’s equity method investment in the Spiegel Venture was reduced to zero as of December 31, 2024, and remains unchanged as of ~~March~~June 3130, 2025.

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SPIEGEL VENTURE

In July 2021, the Company acquired a 32% ownership in the Spiegel Venture for an initial investment of $3.3 million. The Spiegel Venture, which prior to the Company’s equity purchase, was jointly owned and operated by Spiegel TV GmbH (“Spiegel TV”) and Autentic GmbH (“Autentic”), operates two documentary channels, together with an SVOD service as well as a free advertising-supported streaming television (FAST) channel, which provide factual content to ~~pay television~~ audiences in Germany and certain German-speaking regions of other countries. The Company has not received any dividends from the Spiegel Venture as of ~~March~~June 3130, 2025.

Per the Share Purchase Agreement (as amended in early 2023, the “SPA”), in the event the Spiegel Venture achieved certain financial targets during its 2022 fiscal period, the Company was required to make an additional payment related to its 32% equity ownership to both Spiegel TV and Autentic (the “Holdback Payment”). During the three months ended June 30, 2023, the Company determined the Spiegel Venture had achieved such financial targets, resulting in the Company paying a Holdback Payment in the amount of $0.9 million to Spiegel TV and Autentic during July 2023. ~~This~~The ~~payment~~Company ~~has~~recorded ~~been~~this ~~recorded~~transaction as an equity investment in ~~the~~its balance sheet.

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

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

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

NEBULA

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

Since the time of its original investment, the Company purchased additional incremental ownership interests, each for a payment of $0.8 million and representing 1.625% of equity ownership, if Nebula met certain quarterly targets. The Company made three subsequent incremental purchases, bringing its total ownership interest in Nebula to 16.875% as of ~~March~~June 3130, 2025. The opportunity or obligation to make additional purchases ended as of September 30, 2023. Because the Company did not purchase at least two consecutive ownership interests in Nebula, effective December 15, 2023, Standard removed the Company’s seat on the Nebula ~~Board~~board of ~~Directors~~directors. The Company has not received dividends from Nebula as of ~~March~~June 3130, 2025.

Beginning August 2021, the Company included access to Nebula’s SVOD service as a part of a combined CuriosityStream / Watch Nebula subscription offer and as part of the Company’s Smart Bundle subscription package. As part of this arrangement, the Company shared revenue with Nebula, based on certain metrics, and paid monthly. On September 26, 2023, Nebula provided the Company with a notice of non-renewal, resulting in the expiration of the revenue share agreement at the end of 2023. Nebula was required to make its service available to subscribers of these offerings through the end of the term of any such subscription that existed as of December 31, 2024.

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NOTE 4 - BALANCE SHEET COMPONENTS

CASH, CASH EQUIVALENTS, RESTRICTED CASH AND INVESTMENTS

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

(in thousands)	~~March~~June 3130,2025		December 31,2024
Cash and cash equivalents	$	96,~~183~~943	$	7,826
Restricted cash1	~~125~~60		125
Cash and cash equivalents and restricted cash	$	97,~~308~~003	$	7,951
1 Restricted cash included cash deposits required by a bank as collateral related to corporate credit card agreements.

The Company’s investments in debt securities at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2) were as follows as of ~~March~~June 3130, 2025, and December 31, 2024:

	As of March 31, 2025
	As of June 30, 2025
(in thousands)	Cash andCashEquivalents		Short-TermInvestments		Investments (Non-Current)		Total
Level 1 securities:
Money market funds	$	43,~~636~~082	$	—	$	—	$	43,~~636~~082
Certificate of deposit	—		52,000		—		52,000
U.S. government securities	~~2,900~~—		21,~~979~~000		—		51,~~879~~000
Total Level 1 securities	$	73,~~536~~082	$	73,~~979~~000	$	—	$	156,~~515~~082
Level 2 securities:
Corporate debt securities	—		16,281		5,484		21,765
Corporate and municipal debt securities	—		18,187		2,482		20,669
Total Level 2 securities	—		1618,~~281~~187		52,~~484~~482		2120,~~765~~669
Total	$	73,~~536~~082	~~24,260~~$	21,187	~~5,484~~$	2,482	$	3726,~~280~~751

	As of December 31, 2024
(in thousands)	Cash andCashEquivalents		Short-TermInvestments		Investments (Non-Current)		Total
Level 1 securities:
Money market funds	$	3,512	$	—	$	—	$	3,512
Certificate of deposit	—		9,000		—		9,000
U.S. government securities	—		1,495		—		1,495
Total Level 1 securities	$	3,512	$	10,495	$	—	$	14,007
Level 2 securities:
Corporate debt securities	649		13,736		7,459		21,844
Corporate and municipal debt securities	649		13,736		7,459		21,844
Total Level 2 securities	649		13,736		7,459		21,844
Total	$	4,161	$	24,231	$	7,459	$	35,851

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The following table provides the amortized cost and estimated fair value of investments with fixed maturities as of ~~March~~June 3130, 2025:

	As of March 31, 2025
	As of June 30, 2025
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Fixed maturities:
Certificate of deposit	$	52,000	$	—	$	—	$	52,000
Corporate debt securities	21,768		4		(7)		21,765
Corporate and municipal debt securities	20,674		2		(7)		20,669
U.S. government securities	51,~~879~~000		—		—		51,~~879~~000
Total	$	3223,~~647~~674	$	42	$	(7)	$	3223,~~644~~669

The Company recorded no material realized gains or losses during the three and six months ended ~~March~~June 3130, 2025, and 2024.

The following table provides the amortized cost and estimated fair value of investments with fixed maturities as of June 30, 2025:

	As of March 31, 2025
	As of June 30, 2025
(in thousands)	Amortized Cost		Estimated Fair Value
Due in one year or less	$	2721,~~162~~190	$	2721,~~160~~187
Due after one year through five years	52,~~485~~484		52,~~484~~482
Total	$	3223,~~647~~674	$	3223,~~644~~669

CONTENT ASSETS

Content assets consisted of the following as of ~~March~~June 3130, 2025, and December 31, 2024:

(in thousands)	~~March~~June 3130,2025		December 31,2024
Licensed content, net:
Released, less amortization and impairment	$	9,~~493~~054	$	10,190
Prepaid and unreleased	34,~~876~~701		3,139
Total Licensed content, net	13,~~369~~755		13,329
Produced content, net:
Released, less amortization and impairment	1614,~~151~~481		17,717
In production	~~306~~341		465
Total produced content, net	1614,~~457~~822		18,182
Total content assets	$	2928,~~826~~577	$	31,511

Of the $9.51 million unamortized cost of licensed content that had been released as of ~~March~~June 3130, 2025, the Company expects that $5.31 million, $2.5 million and $0.76 million will be amortized in each of the next three years. Of the $1614.25 million unamortized cost of produced content that had been released as of ~~March~~June 3130, 2025, the Company expects that $7.6.4 million, $54.38 million and $2.94 million will be amortized in each of the next three years.

Impairment Assessment

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

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Amortization

In accordance with its accounting policy for content assets, the Company amortizes licensed content costs and produced content costs, which isare included within cost of revenues in the Company’s unaudited consolidated statements of operations. For the three and six months ended ~~March~~June 3130, 2025, and 2024, content amortization was as follows:

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
(in thousands)	2025		2024		2025		2024
Licensed content	$	1,~~694~~855	$	1,~~698~~983	$	3,549	$	3,682
Produced content	1,~~819~~745		32,~~517~~702		3,564		6,219
Total	$	3,~~513~~600	$	54,~~215~~685	$	7,113	$	9,901

ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consisted of the following as of ~~March~~June 3130, 2025, and December 31, 2024:

(in thousands)	~~March~~June 3130,2025		December 31,2024
Accrued payroll and benefits	~~2,835~~$	1,212	~~2,540~~$	2,540
Dividends payable	—		1,415
Sales and income tax liabilities	~~878~~912		946
Operating lease liabilities	~~404~~412		396
Accrued royalties	~~538~~437		53
Other	2,829		1,653
Accrued revenue share	5,896		956
Total	$	7,484	$	7,003
Other	622		697
Total	$	9,491	$	7,003

WARRANT LIABILITY

As described in Note 6 - Stockholders' Equity, the Private Placement Warrants are classified as a non-current liability and reported at fair value at each reporting period. As of ~~March~~June 3130, 2025, and December 31, 2024, the fair value of the Private Placement Warrants, as determined using Level 3 inputs, was as follows:

(in thousands)			~~March~~June 3130,2025						December 31,2024
Private Placement Warrants			$	96174					$	88

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NOTE 5 - REVENUE

The following table sets forth the Company’s disaggregated revenues for the three and six months ended ~~March~~June 3130, 2025, and 2024, as well as the relative percentage to total revenue:

									Three Months EndedMarch 31,
	Three Months EndedJune 30,										Six Months EndedJune 30,
(in thousands)	2025				2024				~~2025~~		2025						~~2024~~		2024
Direct Business:
Direct-to-Consumer	6,053		32	%	8,097		65	%	~~6,530~~		12,583		43	%	37	%	~~8,136~~		16,236		68	%	67	%
Partner Direct	2,329		12	%	1,743		14	%	~~2,180~~		4,509		14	%	13	%	~~1,473~~		3,216		12	%	13	%
Total Direct Business	8,382		44	%	9,840		79	%	~~8,710~~		17,092		57	%	50	%	~~9,609~~		19,452		80	%	80	%
Content Licensing:
Library sales	9,341		49	%	1,172		9	%	~~5,411~~		14,753		36	%	43	%	~~868~~		2,040		7	%	8	%
Presales	—		—	%	145		1	%	—		—		—	%	—	%	~~296~~		441		3	%	2	%
Total Content Licensing	9,341		49	%	1,317		11	%	~~5,411~~		14,753		36	%	43	%	~~1,164~~		2,481		10	%	10	%
Bundled Distribution	921		5	%	1,084		9	%	~~571~~		1,493		4	%	4	%	~~1,142~~		2,226		9	%	9	%
Other	368		2	%	154		1	%	~~398~~		764		3	%	2	%	86		237		1	%	1	%
Total revenues	$	19,012			$	12,395			$	~~15,090~~	$	34,102					$	~~12,001~~	$	24,396

REMAINING PERFORMANCE OBLIGATIONS

As of ~~March~~June 3130, 2025, the Company expects to recognize revenues in the future related to performance obligations that were unsatisfied as follows:

	Remainder ofYear EndingDecember 31,2025		Year Ended December 31,
(in thousands)			2026		2027		2028		Thereafter		Total
Remaining performance obligations	$	1,~~955~~680	$	~~573~~676	$	~~193~~306	$	~~121~~144	$	7285	$	2,~~914~~891

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

DEFERRED REVENUE

Contract liabilities (i.e., deferred revenue) consist of subscriber and affiliate license fees billed that have not been recognized, amounts contractually billed or collected for content licensing sales in advance of the related content being made available to the customer, and unredeemed gift cards and other prepaid subscriptions that have not been redeemed. Total deferred revenues were $10.90 million and $11.4 million as of ~~March~~June 3130, 2025, and December 31, 2024, respectively. The non-current portions of $0.4 million as of ~~March~~June 3130, 2025, and December 31, 2024, respectively, are included in other liabilities in the consolidated balance sheets.

For the ~~three~~six months ended ~~March~~June 3130, 2025, the Company recognized revenues of $48.91 million related to amounts deferred as of December 31, 2024.

TRADE AND BARTER TRANSACTIONS

During 2025, the Company continued to enter into trade and barter transactions, primarily for the purpose of exchanging content assets through licensing agreements with media counterparties. Certain transactions may also include the exchange of advertising, whereby the Company and its counterparty exchange media campaigns or other promotional services.

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

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

For the three and six months ended ~~March~~June 3130, 2025, and 2024, trade and barter revenues were as follows:

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
(in thousands)	2025		2024		2025		2024
Trade and barter license fees: Content Licensing	$	1,~~717~~857	$	~~224~~864	$	3,573	$	1,088

For the three and six months ended ~~March~~June 3130, 2025, and 2024, trade and barter cost of revenues were as follows:

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
(in thousands)	2025		2024		2025		2024
Cost of revenues	$	316	$	—	$	18	$	—

For the ~~three~~six months ended ~~March~~June 3130, 2025, and 2024, additions to content assets resulting from trade and barter transactions were as follows:

	Three Months EndedJune 30,				Six Months EndedJune 30,
(in thousands)	2025		2024		2024		2023
Content assets acquired	$	1,~~714~~841	$	~~224~~864	$	3,555	$	1,088

NOTE 6 - STOCKHOLDERS’ EQUITY

COMMON STOCK

As of ~~March~~June 3130, 2025, and December 31, 2024, the Company had authorized the issuance of 126,000,000 shares of capital stock, par value of $0.0001 per share, consisting of (a) 125,000,000 shares of common stock, and (b) 1,000,000 shares of preferred stock.

TREASURY STOCK

On June 10, 2024, the Company's Board of Directors authorized and approved a share repurchase program for up to $4 million of the then-outstanding shares of the Company’s common stock. Under the stock repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws.

As of December 31, 2024, the Company had repurchased 216,000 shares of its common stock at an average price of $1.16 per share. The total cost of the repurchase was $0.3 million, which was recorded as treasury stock in the equity section of the Company’s consolidated balance sheet. There were no additional repurchases during the three and six months ended ~~March~~June 3130, 2025.

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WARRANTS

As of ~~March~~June 3130, 2025, the Company had 3,054,203 publicly traded warrants outstanding that were sold as part of the units of SAQN in its initial public offering on November 22, 2019, and that were issued to the PIPE Investors in connection with the Business Combination on October 14, 2020 (the “Public Warrants” and, together with the Private Placement Warrants, the "Warrants") and 3,676,000 Private Placement Warrants outstanding. The Private Placement Warrants are liability-classified, and the Public Warrants are equity-classified.

Each whole warrant entitles the registered holder to purchase one share of the Company’s ~~Common~~common ~~Stock~~stock at an exercise price of $11.50 per share. All Warrants expire on October 14, 2025.

The Company has the right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s ~~Common~~common ~~Stock~~stock matched or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the warrant holders.

The Private Placement Warrants are identical to the Public Warrants except that, so long as they are held by Software Acquisition Holdings LLC or its permitted transferees: (i) they will not be redeemable by the Company; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights.

There were no exercises of warrants during the three and six months ended ~~March~~June 3130, 2025.

The warrant liability related to the Private Placement Warrants is recorded at fair value as of each reporting date with the change in fair value reported within other income (expense) in the accompanying unaudited consolidated statements of operations as “Change in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity (deficit).

The fair value of the warrant liability for the Private Placement Warrants was estimated using a Black-Scholes pricing model using Level 3 inputs. The significant assumptions used in preparing the Black-Scholes option pricing model to determine fair value as of ~~March~~June 3130, 2025, and December 31, 2024, were as follows:

	March 31,2025			December 31,2024
	June 30,2025			December 31,2024
Exercise price	$	11.50		$	11.50
Stock price (CURI)	$	25.6863		$	1.53
Expected volatility	9674.4090		%	107.80		%
Expected warrant term (years)	0.53			0.8
Risk-free interest rate	4.1936		%	4.16		%
Dividend yield	65.07		%	1.6		%
Fair Value per Private Placement Warrant	$	0.0305		$	0.02

NOTE 7 - EARNINGS (LOSS) PER SHARE

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

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For the three and six months ended ~~March~~June 3130, 2025, and 2024, the components of basic and diluted net loss per share were as follows:

(in thousands except per share amounts)	Three Months ~~EndedMarch~~EndedJune 3130,				Six Months EndedJune 30,
	2025		2024		2025		2024
Numerator — basic and diluted EPS:
Net income (loss)	$	~~319~~784	$	(52,~~035~~031)	$	1,103	$	(7,066)
Denominator — basic and diluted EPS:
Weighted–average shares	57,~~132~~585		53,~~301~~613		57,357		53,455
Net income (loss) per share — basic and diluted	$	0.01	$	(0.0904)	$	0.02	$	(0.13)

~~Common~~Shares ~~shares~~of common stock issuable for warrants, options, and ~~restricted~~RSUs ~~stock units (“RSU”)~~ represent the total amount of outstanding warrants, stock options, and ~~restricted~~RSUs ~~stock units~~ at ~~March~~June 3130, 2025, and 2024. For the three and six months ended ~~March~~June 3130, 2025, and 2024, the following potentially dilutive securities were excluded from the calculation of diluted net income (loss) per share as they were determined to be anti-dilutive. Warrants and stock options were excluded because their exercise prices exceeded the average market price of the Company’s common stock during the respective periods. Granted RSUs were excluded because their inclusion, as calculated under the treasury stock method, did not result in a lower earnings per share amount.

	Three Months EndedMarch 31,
	Three Months EndedJune 30,		Six Months EndedJune 30,
(in thousands)	2025	2024	2025	2024
Options	27	3129	27	29
Restricted stock units	21,~~227~~254	25,~~478~~357	1,254	5,357
Warrants	6,730	6,730	6,730	6,730
Total	8,~~984~~011	912,~~239~~116	8,011	12,116

NOTE 8 - STOCK-BASED COMPENSATION

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The fair value is recognized in earnings over the period during which an employee is required to provide the service. The Company accounts for forfeitures as they occur.

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

The following table summarizes stock option and RSU activity, prices, and values for the ~~three~~six months ended ~~March~~June 3130, 2025:

	Number ofSharesAvailableforIssuanceUnder thePlan	Stock Options			Restricted Stock Units
(in thousands except share price and fair value amounts)		Number ofShares	Weighted-AverageExercisePrice		Number ofShares	Weighted-AverageGrantDateFair Value
Balance at December 31, 2024	974	27	$	5.00	2,061	$	1.67
Granted	(265)	—	—		265	2.71
RSUs vested	31222	—	—		(991,072)	31.8611
Forfeited or expired	—	—	—		—	—
Balance at March 31, 2025	740	27	$	5.00	2,227	$	2.70
Balance at June 30, 2025	931	27	$	5.00	1,254	$	2.63

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There were no options exercised during the three and six months ended ~~March~~June 3130, 2025, and 2024.

Stock options and RSU awards generally vest on a monthly, quarterly, or annual basis over a period of one to four years from the grant date. When options are exercised, the Company issues unissued shares of Common Stock to satisfy share option exercises. Upon vesting and distribution of RSUs, the Company issues unissued shares of Common Stock to satisfy RSUs vested, net of shares withheld for taxes if elected by the RSU holder.

The fair value of stock option awards is estimated using the Black-Scholes option pricing model, which includes a number of assumptions including the Company’s estimates of stock price volatility, employee stock option exercise behaviors, future dividend payments, and risk-free interest rates.

The expected term of options granted is the estimated period of time from the beginning of the vesting period to the date of expected exercise or other settlement, based on historical exercises and post-vesting terminations. The Company generally estimates expected term based on the midpoint between the vesting date and the end of the contractual term, also known as the simplified method, given the lack of historical exercise behavior.

The Company uses its own historical volatility as well as the historical volatility of similar public companies for estimating volatility. The risk-free interest rate is estimated using the rate of return on U.S. Treasury securities with maturities that approximate the expected term of the option.

For the three and six months ended ~~March~~June 3130, 2025, and 2024, stock-based compensation expense was as follows:

(in thousands)	Three Months ~~EndedMarch~~EndedJune 3130,				Six Months EndedJune 30,
	2025		2024		2025		2024
Stock-based compensation — Options	$	—	$	51	$	—	$	6
Stock-based compensation — RSUs	~~863~~2,213		~~684~~1,324		3,077		2,008
Total stock-based compensation	$	~~863~~2,213	$	~~689~~1,325	$	3,077	$	2,014

Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized on a straight-line basis over the requisite service period.

NOTE 9 - SEGMENT AND GEOGRAPHIC INFORMATION

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

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

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

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The following table presents financial information with respect to the Company’s single operating segment for the three and six months ended ~~March~~June 3130, 2025, and 2024;

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
(in thousands)	2025		2024		2025		2024
Revenues	$	1519,~~090~~012	$	12,~~001~~395	$	34,102	$	24,396
Less:
Content amortization	3,~~513~~600		54,~~215~~686		7,113		9,901
Other cost of revenues	35,~~567~~264		1,~~533~~318		8,831		2,851
Advertising and marketing	23,~~934~~275		32,~~105~~981		6,209		6,086
Payroll and related	2,~~632~~457		2,~~652~~504		5,089		5,156
Other general and administrative	23,~~365~~936		3,~~150~~455		6,301		6,605
Total operating expenses	1518,~~011~~532		1514,~~655~~944		33,543		30,599
Operating income (loss)	79480		(32,~~654~~549)		559		(6,203)
Other segment items*	$	268	$	(1,347)
Other segment items1	$	189	$	573	$	457	$	(774)
Income (loss) before income taxes	$	~~347~~669	$	(51,~~001~~976)	$	1,016	$	(6,977)
Provision for income taxes	$	28(115)	$	3455	$	(87)	$	89
Net income (loss)	$	~~319~~784	$	(52,~~035~~031)	$	1,103	$	(7,066)
* Other segment items include changes in the fair value of warrant liabilities, interest and other income, and equity method investment loss. See the consolidated financial statements for additional information regarding the Company’s operating segment.
1 Other segment items include changes in the fair value of warrant liabilities, interest and other income, and equity method investment loss. See the consolidated financial statements for additional information regarding the Company’s operating segment.

All long-lived tangible assets are located in the United States. For the three and six months ended ~~March~~June 3130, 2025, and 2024, revenue by geographic location based on customer location was as follows:

	Three Months EndedMarch 31,
	Three Months EndedJune 30,								Six Months EndedJune 30,
(in thousands)	2025				2024				2025				2024
United States	$	1014,~~736~~683	7177	%	$	7,~~425~~616	6261	%	$	25,419	75	%	$	15,041	62	%
International:
International	4,329		23	%	4,779		39	%	8,683		25	%	9,355		38	%
Switzerland	1,515		10	%	41		—	%
Total revenue	$	19,012	100	%	$	12,395	100	%	$	34,102	100	%	$	24,396	100	%
Other	2,839		19	%	4,535		38	%
Total International	4,354		29	%	4,576		38	%
Total revenue	$	15,090	100	%	$	12,001	100	%

Revenue from ~~one~~no foreign country, ~~Switzerland~~ comprised 10% or greater of total revenue for one or more of the periods presented.

NOTE 10 - RELATED-PARTY TRANSACTIONS

EQUITY INVESTMENTS

~~For~~As ~~the~~of ~~three~~June 30, ~~months~~2025, ~~ended~~and ~~March~~December 31, ~~2025~~2024, the ~~Company~~impacts ~~recognized~~of nothe ~~revenue~~arrangements ~~from~~with the Spiegel Venture and Nebula. on the Company’s consolidated balance sheets were as follows:


(in thousands)	June 30, 2025		December 31, 2024


Accounts receivable	$	162	$	248
Accounts payable	$	7	$	—
Accrued expenses and other liabilities	$	4	$	8

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AsFor ofthe ~~March~~three and six months ended June 3130, 2025, and ~~December 31,~~ 2024, the impacts of ~~the~~ arrangements with the Spiegel Venture and Nebula on the Company’s consolidated ~~balance~~statements ~~sheets~~of operations were as follows:

(in thousands)	March 31,2025		December 31,2024
	Three Months EndedJune 30,				Six Months EndedJune 30,
Accounts receivable	$	253	$	248
(in thousands)	2025		2024		2025		2024
Accounts payable	$	7	$	—
Revenues	$	8	$	—	$	8	$	111
Accrued expenses and other liabilities	$	2	$	8
Cost of revenues	$	9	$	15	$	18	$	30

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

	Three Months EndedMarch 31,
(in thousands)	2025		2024
Revenues	$	—	$	111
Cost of revenues	$	9	$	15

OPERATING LEASE

The Company sublets a portion of its office space to Hendricks Investment Holdings, LLC, which is considered a related party as it is managed by various members of the Company’s Board of Directors. The Company accounts for the arrangement as an operating lease. Refer to Note 11 - Leases for additional information.

NOTE 11 - LEASES

COMPANY AS LESSEE

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

As of ~~March~~June 3130, 2025, the Company held operating lease ROU assets of $32.09 million. Current lease liabilities were $0.4 million, and are included within accrued expenses and other liabilities on the consolidated balance sheets. Non-current lease liabilities were $3.87 million. In measuring these operating lease liabilities, the Company used a weighted average discount rate of 4.4% as of ~~March~~June 3130, 2025. The weighted average remaining lease term as of ~~March~~June 3130, 2025, was 7.9267 years.

Components of Lease Cost

For the three and six months ended ~~March~~June 3130, 2025, the Company’s total operating lease cost was comprised of the following:

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
(in thousands)	2025		2024		2025		2024
Operating lease cost	$	119	$	119	$	238	$	238
Variable lease cost	147		12		21		23
Total lease cost	$	~~133~~126	$	131	$	259	$	261

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Maturity of Lease Liabilities

As of ~~March~~June 3130, 2025, maturities of the Company’s operating lease liabilities, which do not include short-term leases and variable lease payments, were as follows:

	(In thousands)
Nine remaining months of 2025	$	430
Six remaining months of 2025	$	288
2026	585
2027	600
2028	615
2029	630
Thereafter	2,~~100~~101
Total lease payments	$	4,~~960~~819
Less: imputed interest	(~~773~~729)
Present value of total lease liabilities	$	4,~~187~~090

COMPANY AS LESSOR

The Company subleases a portion of its office space to a related party and accounts for the arrangement as an operating lease. Related party sublease rental income is recognized on a straight-line basis and is included in Interest and other income (expense) in the accompanying consolidated statements of operations. For the three and six months ended ~~March~~June 3130, 2025, operating lease income from the Company’s ~~sublet~~sublease was less than $0.1 million. As of ~~March~~June 3130, 2025, total remaining future minimum lease payments receivable on the Company’s ~~sublet~~sublease were $0.2 million.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

CONTENT COMMITMENTS

As of ~~March~~June 3130, 2025, the Company’s content obligations amounted to $0.67 million, including $60.14 ~~thousand~~million recorded within content liabilities in the accompanying unaudited consolidated balance sheets, and $0.63 million of obligations not yet recorded as they did not yet meet the asset recognition criteria for content assets. These obligations are expected to be paid by December 31, 2025.

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

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

ADVERTISING COMMITMENTS

The Company periodically enters into agreements to receive future advertising and marketing services as part of various licensee arrangements, and the Company reports commitments when the applicable agreements provide for specific committed amounts. As of ~~March~~June 3130, 2025, the Company’s future advertising commitments totaled $1.7 million, all of which the Company expects to pay during the year ending December 31, 2025.

NOTE 13 - INCOME TAXES

For the three and six months ended ~~March~~June 3130, 2025, and 2024 ~~Income~~income tax benefit (expense) ~~was~~amounted ~~immaterial~~to $0.1 million and ($0.1) million, respectively. The Company’s provision for income taxes differs from the federal statutory rate primarily due to the Company being in a full valuation allowance position and not recognizing a tax benefit attributable to generated losses for either federal or state income tax purposes.

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NOTE 14 - SUBSEQUENT EVENTS

On ~~May 5~~July 4, 2025, the ~~Board~~One ~~declared~~Big aBeautiful ~~regular~~Bill ~~quarterly~~Act ~~cash~~(“OBBBA”) ~~dividend~~was ofenacted $0into law.08 ~~per~~The ~~share~~OBBBA ofincludes ~~Common~~significant ~~Stock~~provisions, ~~equivalent~~such toas ~~$0.32~~the ~~per~~permanent ~~share~~extension of ~~Common~~certain ~~Stock~~expiring onprovisions anof ~~annual~~the ~~basis.~~Tax ~~The~~Cuts ~~cash~~and ~~dividend~~Jobs ~~will~~Act, bemodifications ~~paid~~to onthe ~~June 20,~~internal ~~2025,~~tax toframework ~~all~~and ~~holders~~the restoration of ~~record~~favorable oftax ~~Common~~treatment ~~Stock~~for atcertain ~~the~~business ~~close~~provisions. ofThe ~~business~~OBBBA onhas ~~June 6~~multiple effective dates, ~~2025.~~with ~~This~~certain ~~cash~~provisions ~~dividend~~effective ofin ~~approximately~~2025 $4and others implemented through 2027.~~6 million~~ isThe ~~expected~~Company tois becurrently ~~paid~~assessing ~~from~~the ~~available~~legislation’s ~~cash~~impact on ~~hand~~its consolidated financial statements.

21On August 5, 2025, the Board declared a regular quarterly cash dividend of $0.08 per share of common stock, equivalent to $0.32 per share of common stock on an annual basis. The cash dividend will be paid on September 19, 2025, to all holders of record of common stock at the close of business on September 5, 2025. This cash dividend of approximately $4.6 million is expected to be paid from available cash on hand.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. The following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”). Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of CuriosityStream Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain statements that are, or may deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the Company’s plans, expectations, thoughts, beliefs, estimates, goals and outlook for the future that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995.

All statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, such as subscription plan price increases, the development of integrated digital brand partnerships with advertisers and our dividend plans, are forward-looking statements. When used in this Quarterly Report, words such as “anticipate,” “attribute,” “believe,” “continue,” “hope,” “estimate,” “expect,” “intend,” “may,” “might,” “potential,” “seek,” “should,” “will” and “would,” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those included in forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 25, 2025 (the “Annual Report”) and any other subsequent periodic reports and future periodic reports. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Quarterly Report, unless required by law.

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 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.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").

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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. 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. 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.

RESULTS OF OPERATIONS

The financial data in the following table sets forth selected financial information derived from our unaudited condensed consolidated financial statements for the three and six months ended ~~March~~June 3130, 2025, and 2024, and includes our results of operations as a percentage of revenue or as a percentage of costs, as applicable, for the periods indicated:

	Three Months Ended March 31,				Change
	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
(unaudited and in thousands)	2025		2024		Total		%		2025		2024		Total		%
Revenues
Direct Business	$	8,~~710~~382	$	9,~~609~~840	$	(~~899~~1,458)	(915	%)	$	17,092	$	19,452	$	(2,360)	(12	%)
Content Licensing	59,~~411~~341		1,~~164~~317		48,~~247~~024		~~365~~609	%	14,753		2,481		12,272		495	%
Bundled Distribution	~~571~~921		1,~~142~~084		(~~571~~163)		(5015	%)	1,493		2,226		(733)		(33	%)
Other	~~398~~368		86154		~~312~~214		~~363~~139	%	764		237		527		222	%
Total revenue	1519,~~090~~012		12,~~001~~395		36,~~089~~617		2653	%	34,102		24,396		9,706		40	%
Operating expenses
Cost of revenues	78,~~080~~864		6,~~748~~004		~~332~~2,860		548	%	15,944		12,752		3,192		25	%
Advertising and marketing	23,~~934~~275		32,~~105~~981		~~(171)~~294		(610	%)	6,209		6,086		123		2	%
General and administrative	46,~~997~~393		5,~~802~~959		~~(805)~~434		~~(14~~7	%)	11,390		11,761		(371)		(3	%)
Total operating expenses	1518,~~011~~532		1514,~~655~~944		~~(644)~~3,588		(424	%)	33,543		30,599		2,944		10	%
Operating income (loss)	79480		(32,~~654~~549)		3,~~733~~029		(~~102~~119	%)	559		(6,203)		6,762		(109	%)
Other income (expense)
Change in fair value of warrant liability	(779)		~~(30)~~—		23(79)		n/m		(86)		(30)		(56)		n/m
Interest and other income	~~426~~424		~~439~~725		(13301)		n/m		850		1,164		(314)		(27	%)
Equity method investment loss	(~~151~~156)		(~~1,756~~152)		~~1,605~~(4)		~~(91~~3	%)	(307)		(1,908)		1,601		(84	%)
Income (loss) before income taxes	$	~~347~~669	$	(51,~~001~~976)	$	52,~~348~~645	(~~107~~134	%)	$	1,016	$	(6,977)	7,993		(115	%)
Provision for income taxes	28(115)		3455		(6170)		n/m		(87)		89		(176)		n/m
Net income (loss)	$	~~319~~784	$	(52,~~035~~031)	$	52,~~354~~815	(~~106~~139	%)	$	1,103	$	(7,066)	8,169		(116	%)
* n/m = percentage not meaningful

For the three months ended ~~March~~June 3130, 2025, and 2024, the Company reported operating income of $0.15 million and an operating loss of $32.75 million, respectively. The improvement of $3.70 million, or ~~102~~119%, was primarily due to a $36.16 million, or 2653%, increase in total revenues, driven by higher content licensing, ~~along~~partially ~~with~~offset by a a $03.6 million or 424% ~~decrease~~increase in total operating expenses. ~~The reduction in operating expenses reflected lower general and administrative costs and reduced advertising and marketing spend.~~

For the ~~three~~six months ended ~~March~~June 3130, 2025, the Company recorded a net income of $01.31 million, compared to a net loss of $57.01 million for the same period in 2024, representing an improvement of $58.42 million, or ~~106~~116%. ~~This change reflects both the improvement in operating income and a $1.6 million reduction in equity method investment loss.~~

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Our future operating results and cash flows are dependent upon a number of opportunities, challenges, and other factors, including our ability to efficiently grow our subscriber base, increase our prices and expand our service offerings to maximize subscriber lifetime value.

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.

For the three months ended ~~March~~June 3130, 2025, and 2024, revenues totaled $1519.10 million and $12.04 million, respectively, an increase of $36.16 million, or 2653%. This increase was primarily driven by increases in Content Licensing and Other of $48.20 million and $0.32 million, respectively, while our Direct Business and Bundled distribution revenue decreased by $01.95 million and $0.62 million, respectively.

Direct Business

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. 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.

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. 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.

The following table details our Direct Business for the three and six months ended ~~March~~June 3130, 2025, and 2024:

	Three Months Ended March 31,				Change
	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
(in thousands)	2025		2024		Total		%		2025		2024		Total		%
Direct-to-Consumer	$	6,~~530~~053	$	8,~~136~~097	$	(12,~~606~~044)	(2025	%)	$	12,583	$	16,236	$	(3,653)	(22	%)
Partner Direct	2,~~180~~329		$	1,~~473~~743	~~707~~586		4834	%	4,509		3,216		1,293		40	%
Total Direct Business	$	8,~~710~~382	$	9,~~609~~840	$	(~~899~~1,458)	(915	%)	$	17,092	$	19,452	$	(2,360)	(12	%)

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For the three months ended ~~March~~June 3130, 2025, our ~~Direct-to-Consumer (“~~DTC”) revenue decreased by $12.60 million, or 2025%, compared to 2024., ~~The decline was primarily~~ due to a decrease in DTC subscriber count. ~~The positive impact of the pricing changes introduced in 2023 was already fully reflected in the prior year and did not offset the impact of the subscriber decline in the current period.~~ Partner Direct revenue increased by $0.76 million, or 4834%, compared to 2024, driven by continued subscriber growth ~~and the ongoing benefit from the price increase~~.

Content Licensing

Through our Content Licensing business, we license to certain media companies a collection of existing titles from our content library. These transactions are reported as library sales. In addition, we license and sublicense hundreds of thousands of content and data assets to companies developing large-language learning models for artificial intelligence (AI) products. We also pre-sell selected rights (to content we create before we begin production, 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~~while ~~creates~~generating content licensing revenue.

The following table details our Content Licensing results for the three and six months ended ~~March~~June 3130, 2025, and 2024:

	Three Months Ended March 31,				Change
	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
(in thousands)	2025		2024		Total		%		2025		2024		Total		%
Library sales	$	59,~~411~~341	$	~~868~~1,172	$	48,~~543~~169	~~523~~697	%	$	14,753	$	2,040	$	12,713	623	%
Presales	—		~~296~~145		(~~296~~145)		(100	%)	—		441		(441)		(100	%)
Total Content Licensing	$	59,~~411~~341	$	1,~~164~~317	$	48,~~247~~024	~~365~~609	%	14,753		2,481		12,272		495	%

For the three months ended ~~March~~June 3130, 2025, compared to 2024, Library sales increased by ~~523~~697%, while presales declined by 100%.

The increase in Library sales was primarily driven by new licensing agreements related to AI model training, involving both our existing library content and content from our partners under revenue-sharing arrangements. Content licensing revenue, including barter activity, may fluctuate from period to period based on our content needs and those of our partners. Within our content licensing business, we remain focused on transactions that yield a positive gross margin, particularly those involving our library assets. Revenue from barter transactions is included within library sales and represented $1.9 million for the three months ended June 30, 2025. We may also continue to pursue presale arrangements with select partners for strategic purposes.

Bundled Distribution

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

For the three months ended ~~March~~June 3130, 2025, and 2024, our Bundled Distribution revenue was $0.69 million and $1.1 million, respectively, reflecting a 5015% decline. The decrease 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.

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.

25For the three months ended June 30, 2025, Other revenue was $0.4 million, an increase of $0.2 million, or 139%, from the same period in 2024. This increase was due to new FAST and AVOD revenue share arrangements that we entered into during the prior year as well as revenue from licensing proprietary code.

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~~For~~In the ~~three~~future, ~~months~~we ~~ended~~inten ~~March~~to ~~31,~~continue ~~2025,~~developing ~~Other~~integrated ~~revenue~~digital ~~was~~brand ~~$0.4 million,~~partnerships anwith ~~increase~~advertisers. ofThese ~~$0.3 million,~~sponsorship orcampaigns ~~363%,~~offer ~~from~~companies the ~~same~~chance ~~period~~to be associated with CuriosityStream content in ~~2024.~~the ~~This~~forms ~~increase~~described ~~was~~above. ~~due~~We tobelieve ~~new~~the ~~FAST~~impressions ~~and~~accumulated ~~AVOD~~in ~~revenue~~these ~~share~~multi-faceted ~~arrangements~~campaigns ~~that~~would weresult ~~entered~~in ~~into~~verifiable ~~during~~metrics for the ~~prior year~~clients.

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.

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 three months ended ~~March~~June 3130, 2025, and 2024, our operating expenses were $1518.05 million and $1514.79 million, respectively, aan ~~decrease~~increase of $03.6 million, or 424%.

Cost of Revenues

Cost of revenues encompasses ~~content amortization,~~ distribution fees, ~~revenue~~content ~~sharing arrangements~~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.

Distribution fees include ~~payment processing fees and~~ revenue share arrangements with our content, Smart Bundle and digital distributor partners, aspayment ~~well~~processing asfees and fees owed to the Spiegel Venture related to JV's streaming service. We pay a fixed percentage ~~distribution~~ fee to our AI training content partners. ~~for~~We ~~subscribers~~also ~~accessing~~pay ~~our~~fixed ~~platform~~percentage fees to ~~compensate~~certain ~~these~~distribution partners for ~~access~~allowing to their ~~customer~~subscriber ~~and~~base ~~subscriber~~to ~~bases~~access our subscription platform. The MVPD, vMVPD and digital distributor partners making up our Partner Direct business pay us a license fee, and host and stream our content to their customers via their own platforms, such as set top boxes in the case of most MVPDs. We do not incur billing, streaming or ~~backend~~back-end costs associated with content distribution through our MVPD, vMVPD and digital distributor partners.

	Three Months Ended March 31,				Change
(in thousands)	2025		2024		Total		%
Content amortization	$	3,513	$	5,215	$	(1,702)	(33	%)
Distribution	2,836		731		$	2,105	288	%
Other1	731		802		(71)		(9	%)
Total cost of revenues	$	7,080	$	6,748	$	332	5	%
1 Includes commissions, production and broadcast and other expenses.

The following table details cost of revenues for the three and six months ended June 30, 2025, and 2024:

For the three months ended March 31, 2025, cost of revenues increased to $7.1 million from $6.7 million, a 5% increase. This increase was primarily driven by a $2.1 million, or 288%, rise in distribution costs, mainly due to a significant increase in revenue share arrangements compared to the same period in 2024. This was partly offset by a 33% percent decline in content amortization for the three months ended March 31, 2025, primarily due to fewer new productions and a reduction in content acquisitions.


	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
(in thousands)	2025		2024		Total		%		2025		2024		Total		%


Distribution	4,319		631		$	3,688	584	%	7,155		1,362		5,793		425	%
Content amortization	$	3,600	$	4,685	$	(1,085)	(23	%)	$	7,113	$	9,901	$	(2,788)	(28	%)
Other1	945		688		257		37	%	1,676		1,489		187		13	%
Total cost of revenues	$	8,864	$	6,004	$	2,860	48	%	15,944		12,752		3,192		25	%

1 Includes commissions, production and broadcast and other expenses.

For the three and six months ended June 30, 2025, cost of revenues increased by 48% and 25%, respectively. These increases were primarily driven by increases in distribution costs, the result of higher revenue we have generated from licensing content that we have acquired the rights to through revenue share arrangements compared to the same period in 2024. These increases were partly offset by 23% and 28% declines in content amortization for the three and six months ended June 30, 2025, primarily due to fewer new productions and a reduction in content acquisitions.

Advertising and Marketing

Our advertising and marketing expenditures are a primary operating cost for our business. While these costs may fluctuate based on advertising and marketing objectives, we generally focus marketing dollars on efficient customer acquisition methods. For the three and six months ended ~~March~~June 3130, 2025, advertising and marketing expenses decreased by $0.23 million and $0.1 million, respectively, compared to the same ~~period~~periods in 2024. ~~This~~These ~~decrease~~decreases ~~reflects~~reflect our ongoing efforts to optimize spending while maintaining our market presence and continuing to invest in strategic initiatives aimed at driving growth.

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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. 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.

The following table details general and administrative costs for the three and six months ended ~~March~~June 3130, 2025, and 2024:

	Three Months Ended March 31,				Change
	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
(in thousands)	2025		2024		Total		%		2025		2024		Total	%
Payroll and related	$	2,~~632~~457	$	2,~~652~~504	$	(2047)	(12	%)	$	5,089	$	5,156	(67)	(1	%)
Professional services	~~589~~855		~~1,051~~789		~~(462)~~66		~~(44~~8	%)	1,444		$	1,840	(396)	(22	%)
Stock-based compensation	~~863~~2,214		~~689~~1,325		~~174~~889		2567	%	3,077		2,014		1,063	53	%
Technology and subscriptions	~~317~~291		~~374~~307		(5716)		(155	%)	608		682		(74)	(11	%)
Other1	~~596~~576		1,~~036~~034		(~~440~~458)		(4244	%)	1,172		2,069		(897)	(43	%)
Total general and administrative	$	46,~~997~~393	$	5,~~802~~959	$	~~(805)~~434	~~(14~~7	%)	11,390		11,761		(371)	(3	%)
1 Includes facilities costs, depreciation and amortization, insurance, travel and other expenses.

For the three months ended ~~March~~June 3130, 2025, general and administrative expenses ~~decreased~~increased to $56.04 million from $56.80 million ~~compared~~for to the same period in 2024. This ~~decrease~~increase of $0.84 million, or 147%, was ~~primarily~~driven ~~the~~by ~~result~~higher ofstock-based ~~lower~~compensation ~~professional services~~expense, ~~which~~although ~~declined~~this bywas ~~$0.5~~partially ~~million~~offset orby ~~44%~~lower ascosts ~~we streamlined various external services and brought certain finance and operations functions~~ in~~-house.~~ ~~Additionally,~~the ~~technology~~Other ~~and subscription costs and other administrative expenses decreased~~category, reflecting the company's broader initiatives to manage costs and drive operational efficiencies.

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~~common ~~Stock~~stock and its expected volatility. Changes in these inputs from period to period may significantly affect changes in fair values.

Equity Method Investment Loss

For the three months ended ~~March~~June 3130, 2025, the Company recorded a loss of $0.2 million, essentially flat compared to a loss of $10.82 million for the same period in 2024. The ~~decrease in losses is primarily due to the~~ Company no longer ~~recognizing~~recognizes its share of losses from the Spiegel’s ~~joint venture~~Venture, as the investment balance was fully reduced in ~~the~~2024 ~~prior year~~ due to cumulative losses. The Company continues to record its share of income and losses from Nebula.

Income Taxes

For the three and six months ended ~~March~~June 3130, 2025, and 2024 income tax expense was immaterial. Our provision for income taxes differs from the federal statutory rate primarily due to the Company being in a full valuation allowance position and not recognizing a tax benefit attributable to generated losses for either federal or state income tax purposes.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of ~~March~~June 3130, 2025, the Company’s cash, ~~and~~ cash equivalents and restricted cash totaled $97.30 million, with an additional $2923.7 million held in investments in debt securities that can be readily converted to cash to support ongoing cash flow needs.

For the ~~three~~six months ended ~~March~~June 3130, 2025, the Company generated a net income of $01.31 million, primarily due to additional ~~cash~~ revenue, while generating $14.97 million of net cash from operating activities. Additionally, the Company generated $28.13 million in net cash for investing activities, mainly related to maturities of investments in debt securities ~~and $2~~.6 ~~million~~Net ~~of net~~ cash used in financing activities was $14.0 million, mainly due to dividends paid.

As of ~~March~~June 3130, 2025, Our cash and cash equivalents mainly consist of investments and short-term deposits held at major global financial institutions. 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.

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 we have access to additional funds in the short term and the long term, if needed, through the capital markets to obtain further financing.

We use cash principally to acquire content, promote our service through advertising and marketing, and provide for working capital to operate our business. 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.

As previously discussed, we began entering into trade and barter transactions in the second quarter of 2023 primarily for the purpose of exchanging content assets through licensing agreements with media counterparties. Our use of these transactions has enabled us to acquire quality content that we can monetize through various distribution channels while preserving our liquidity.

The following table provides details of the dividends declared and paid as of ~~March~~June 3130, 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, 20251

June 13, 2025

June 27, 2025

$0.10

$5.8 million

1 Special dividend.

Our Board of Directors has declared the next cash dividend of $0.08 per share to be paid on ~~June~~September 2019, 2025, for an expected aggregate amount of $4.6 million. Subject to future declaration by our Board of Directors, we intend to continue to pay regular quarterly cash dividends.

On June 10, 2024, our Board of Directors authorized and approved a share repurchase program for up to $4 million of the then-outstanding shares of our common stock. 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. AsSince ofthe ~~March~~program’s inception through June 3130, 2025, we had repurchased $251 thousand of ~~Common~~common ~~Stock~~stock under this program.

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. The program has no expiration date and may be modified, suspended or discontinued at any time at our discretion.

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Cash Flow Analysis

The following table presents our cash flows from operating, investing and financing activities for the ~~three~~six months ended ~~March~~June 3130, 2025, and 2024:

	Three Months EndedMarch 31,
	Six Months EndedJune 30,
(unaudited and in thousands)	2025		2024
Net cash provided by operating activities	$	14,~~922~~711	$	~~666~~2,856
Net cash provided by investing activities	28,~~070~~303		—
Net cash used in financing activities	(213,~~635~~962)		(61,427)
Net increase in cash, cash equivalents and restricted cash	$	1,357	$	660
Net decrease in cash, cash equivalents and restricted cash	$	(948)	$	1,429

Operating Activities

Cash flows from operating activities primarily consist of net losses, changes to our content assets (including additions and amortization), and other working capital items.

	Three Months EndedMarch 31,
	Six Months EndedJune 30,
(in thousands)	2025		2024
Net income (loss)	$	~~319~~1,103	$	(57,~~035~~066)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Change in fair value of warrant liability	886		30
Additions to content assets	(14,~~828~~179)		(~~426~~1,693)
Change in content liabilities	~~(276)~~120		(~~333~~84)
Amortization of content assets	37,~~513~~113		59,~~215~~901
Stock-based compensation	~~863~~3,077		~~689~~2,014
Equity method investment loss	~~151~~307		1,~~756~~908
Other depreciation, amortization and non-cash items	(34126)		~~239~~449
Changes in operating assets and liabilities	(~~794~~2,790)		(12,~~469~~603)
Net cash provided by operating activities	$	14,~~922~~711	$	~~666~~2,856

For the ~~three~~six months ended ~~March~~June 3130, 2025, our net cash from operating activities was $14.97 million compared to net cash from operating activities of $02.79 million for the same period in 2024.

For the ~~three~~six months ended ~~March~~June 3130, 2025, net income was $01.31 million. Operating cash flows reflected non-cash adjustments, including $37.51 million of amortization of content assets, $03.91 million of stock-based compensation and $0.23 million of equity method investment loss. Cash used during the quarter primarily consisted of a $02.8 million outflow from changes in operating assets and liabilities, and $14.82 million of additions to content assets~~, and a $0~~.~~3 million decrease in content liabilities.~~

Investing Activities

Cash flow from investing activities consists of purchases, sales and maturities of investments, business acquisitions and equity investments and purchases of property and equipment.

For the ~~three~~six months ended ~~March~~June 3130, 2025, we recorded a net cash inflow in investing activities of $28.3 million~~. The net cash inflow in investing activities was~~ , mainly due to maturities of investments in debt securities.

Financing Activities

For the ~~three~~six months ended ~~March~~June 3130, 2025, and 2024, net cash used in financing activities was $214.60 million and $01.014 million, respectively, reflecting an increase of $212.65 million primarily due to dividends paid and certain tax withholding payments.

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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. The amount, timing and allocation of capital expenditures are largely discretionary and within management’s control. Depending on market conditions, we may choose to defer a portion of our budgeted expenditures until later periods to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate cash flow. 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 ~~March~~June 3130, 2025, we had no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operation is based upon our financial statements, which have been prepared in accordance with U.S. GAAP. Certain amounts included in or affecting the financial statements presented in this Quarterly Report and related disclosures must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. Management believes that the accounting policies set forth below comprise the most important “critical accounting policies” for the Company. A critical accounting policy is one which is both important to the portrayal of a company’s financial condition and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management evaluates such policies on an ongoing basis, based upon historical results and experience, consultation with experts and other methods that management considers reasonable in the particular circumstances under which the judgments and estimates are made, as well as management’s forecasts as to the manner in which such circumstances may change in the future.

For more detailed information on our critical accounting policies, including those related to content assets, revenue recognition and trade and barter transactions, refer to the "Summary of Significant Accounting Policies" section in the Annual Report ~~on Form 10-K~~ filed with the Securities and Exchange Commission on March 25, 2025. This comprehensive discussion helps to ensure that stakeholders have a complete understanding of the accounting methodologies and principles that influence the financial statements presented herein. During the quarter ended June 30, 2025, there were no significant changes made to the Company’s critical accounting policies from those disclosed in our Annual Report.

RECENT ACCOUNTING PRONOUNCEMENTS

The information set forth in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies in the Unaudited Notes to Interim Condensed Consolidated Financial Statements is incorporated herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES REGARDING MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the specified time periods in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of the CEO and the CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of March 31~~, 2025. Based on these evaluations, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2025.~~

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Our management, with the participation of the CEO and the CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of June 30, 2025. Based on these evaluations, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2025.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is required to evaluate, with the participation of our CEO and our CFO, any changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during each fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. There were no changes in our internal control over financial reporting during the quarter ended ~~March~~June 3130, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We 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 1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on March 25, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

~~There~~Other than the risk factor set forth below, there have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 25, 2025.

32We license certain content for purposes including training generative artificial intelligence (“AI”) models. We are in the early stages of these content licensing efforts, and the market for training content for AI models is new and evolving rapidly. There is no assurance that we will be able to sustain revenues from these efforts.

We have begun licensing video and audio content to meet the demand for premium video and audio assets required for training next-gen AI models. We are only in the early stages of these content licensing efforts and we may not be able to grow these efforts into a sustainable business.

Licensing content for AI training purposes is a new and developing business model without an established track record, which makes it difficult to evaluate the future prospects and the risks and challenges we may encounter in seeking to execute and expand on this opportunity. AI developers may locate or develop alternative sources of training content that are available on more favorable commercial terms. The intellectual property ownership, license rights, and other legal rights, including copyright, of generative AI software and tools have not been fully interpreted by U.S. or foreign courts or been fully addressed by legislation, and AI developers may take advantage of this uncertainty to train models on public, unlicensed data.

Additionally, demand for AI models may not develop or may be limited by regulation or other factors, which could reduce the value of our content that is licensed for AI training purposes and we may be unable to secure new training licenses and our existing training licenses may not be renewed or may be renewed on less favorable terms.

ITEM 5. OTHER INFORMATION

On May 21, 2025, Rebecca Reed, the Company’s General Counsel, entered into a 10b5-1 sales plan which provides for the sale of an aggregate of 30,721 shares of the Company’s common stock between August 20, 2025, and July 31, 2026.

On May 21, 2025, Theresa Cudahy, the Company’s Chief Operating Officer, entered into a 10b5-1 sales plan which provided for the sale of an aggregate of 323,945 shares of the Company’s common stock between August 20, 2025, and May 15, 2026. On June 16, 2025, Ms. Cudahy terminated this plan.

On May 30, 2025, Brady Hayden, the Company’s Chief Financial Officer, entered into a 10b5-1 sales plan which provides for the sale of an aggregate of 90,052 shares of the Company’s common stock between August 29, 2025, and December 31, 2025.

None of the Company’s directors or officers otherwise adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Incorporated By Reference

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Filed/Furnished
Herewith

31.1

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

32.1*

Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101. INS**

Inline XBRL Instance Document

101. SCH

Inline XBRL Taxonomy Extension Schema Document

101. CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101. LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101. PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101. DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101)

*This document is being furnished with this Form 10-Q. This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act.

**The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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PART III. SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	CURIOSITYSTREAM INC.
Date: May 6, 2025	By:	/s/ Clint Stinchcomb
Date: August 6, 2025	By:	/s/ Clint Stinchcomb
	Name:	Clint Stinchcomb
	Title:	President and Chief Executive Officer(Principal Executive Officer)
Date: May 6, 2025	By:	/s/ P. Brady Hayden
Date: August 6, 2025	By:	/s/ P. Brady Hayden
	Name:	P. Brady Hayden
	Title:	Chief Financial Officer and Treasurer(Principal Financial and Accounting Officer)

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Filing Compare · CuriosityStream Inc.