CuriosityStream Inc 10-Q for FY2026 Q2
CuriosityStream Inc. (CURI)
10-Q
2026-08-13
For: 2026-06-30
View Original
Added on
August 14, 2026
About this 10-Q
CuriosityStream Inc filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $23.25M
- up 22.3% from $19.01M a year earlier
- Net income
- $8.88M
- up 1032.9% from net income of $784K a year earlier
- Diluted EPS
- $0.15
- up 1400.0% from $0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-Q
_____________________
(MARK ONE)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
| 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
_____________________
(Exact Name of Registrant as Specified in Its Charter)
_____________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(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 | ||||||||||||
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 | ☐ | |||||||||||
| ☒ | 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 August 7, 2026, 59,338,028 shares of common stock of the registrant were issued and outstanding.
CURIOSITYSTREAM INC.
QUARTERLY REPORT ON FORM 10-Q
Table of Contents
| Page | |||||
Item 1. Financial Statements (unaudited) | |||||
Condensed Consolidated Balance Sheets | |||||
Condensed Consolidated Statements of Operations | |||||
Condensed Consolidated Statements of Cash Flows | |||||
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CURIOSITYSTREAM INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value) | June 30, 2026 | December 31, 2025 | |||||||||
(Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Short-term investments in debt and other securities | |||||||||||
| Accounts receivable, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Investments in debt securities | |||||||||||
| Investments in equity method investees | |||||||||||
| Property and equipment, net | |||||||||||
| Content assets, net | |||||||||||
Licensing fee receivable, net of current portion | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders’ equity | |||||||||||
| Current liabilities | |||||||||||
| Content liabilities | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 13) | |||||||||||
| Stockholders’ equity | |||||||||||
Common stock, $ | |||||||||||
| Treasury stock | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
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 Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(unaudited and in thousands except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Advertising and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Change in fair value of warrant liability | ( | ( | |||||||||||||||||||||
| Interest and other income | |||||||||||||||||||||||
| Equity method investment income (loss) | ( | ( | |||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for (benefit from) income taxes | ( | ( | |||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
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 | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CURIOSITYSTREAM INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited and in thousands) | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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) | 2026 | 2025 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities | |||||||||||
| Change in fair value of warrant liability | |||||||||||
| Additions to content assets | ( | ( | |||||||||
| Change in content liabilities | ( | ||||||||||
| Amortization of content assets | |||||||||||
| Depreciation and amortization expenses | |||||||||||
Bad debt expenses | ( | ||||||||||
| Loss on disposal of assets | |||||||||||
| Amortization of premiums and accretion of discounts associated with investments in debt securities, net | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Equity method investment (income) loss | ( | ||||||||||
| Other non-cash items | |||||||||||
| Changes in operating assets and liabilities | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued expenses and other liabilities | ( | ||||||||||
| Deferred revenue | ( | ( | |||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | ( | ||||||||||
| Business acquisitions | ( | ||||||||||
| Sales of investments in debt securities | |||||||||||
| Maturities of investments in debt securities | |||||||||||
| Purchases of investments in debt securities | ( | ( | |||||||||
| Net cash provided by investing activities | |||||||||||
| Cash flows from financing activities | |||||||||||
| Repurchases of common stock | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Payments related to tax withholding | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental non-cash operating activities: | |||||||||||
| Disposition of assets in exchange for a non-cash receivable in connection with the Curiosity Brands, LLC transaction | $ | $ | |||||||||
| Supplemental disclosure: | |||||||||||
| Income tax refunds received, net of payments | $ | $ | |||||||||
| Cash paid for operating leases | $ | ( | $ | ( | |||||||
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 subscription or license.
The Company's online library available for streaming spans the entire category of factual entertainment including science, history, society, nature, lifestyle, and technology, offered through its flagship subscription video-on-demand ("SVOD") service, Curiosity Stream. Individual customers can purchase subscriptions directly via the Company's SVOD platform accessible by internet connected devices and applications for such devices as well as through distributor channel stores offering the Company’s subscriptions services. Individual subscriptions may be monthly or annual and pricing may vary based on the customer's location worldwide. Customers may also subscribe to Company services indirectly via distribution partners who deliver CuriosityStream content via the distributor's platform or system. Such wholesale distribution agreements typically convey a broad scope of rights, such as access to a 24/7 linear channel and an on-demand content library, with pricing and packaging flexibility, in exchange for an annual fixed fee or per-subscriber fee as part of a multi-year deal. The streaming library is composed of thousands of accessible on-demand and ad-free productions and includes shows and series from leading nonfiction producers.
The Company also has a substantial licensing business. Traditionally this business focused on content licensing of CuriosityStream’s library of 15,000 hours of factual entertainment content to other media companies and distributors worldwide, typically for a fee per hour of content. CuriosityStream’s traditional content licensing business is global, and licensed rights vary by platform or outlet, such as SVOD, FAST and Pay TV. The Company also owns, licenses or has access to millions of hours of content, both finished and raw, across the landscape of content genres and languages, as well as hundreds of millions of tokens of code and other datasets for sublicensing to technology companies to train artificial intelligence (AI) models and products that utilize AI.
CuriosityStream’s other businesses include advertising, such as FAST and AVOD channels and advertising on its Pay TV channels.
On June 30, 2026, the Company disposed of certain assets related to its Curiosity University, Curiosity Audio, and Catholic Stream brands to an unrelated third party. Concurrently, the Company entered into a 30 -year content license agreement to license certain of its retained content related to these brands to the acquirer, together with a distribution and services agreement under which the Company continues to provide certain operational and distribution services. See Note 16 — Disposition of Curiosity Brands, LLC and Related Agreements) for further discussion.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying Unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and are consistent in all material respects with those applied in the Company’s Audited Consolidated Financial Statements as of and for the year ended December 31, 2025.
In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows. The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Annual Report on
6
Form 10-K for the year ended December 31, 2025. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026.
Certain prior-period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported total revenue, net income, or cash flows.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the U.S Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include the content asset amortization, the assessment of the recoverability of content assets and equity method investments, and the determination of fair value estimates related to non-monetary transactions, share-based awards and liability-classified warrants (prior to their expiration in October 2025). In connection with the Company's divestiture of Curiosity Brands, LLC during the second quarter of 2026, significant estimates also include the determination of standalone selling prices for the combined contractual arrangements, the discount rate used to measure the significant financing component and impute interest income on the deferred consideration, the assessment of collectability of contractual payments, and the valuation of assets and liabilities transferred in the transaction.
Revenue Recognition
The Company recognizes revenue as performance obligations are satisfied by transferring control of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive. The Company’s revenue is classified into three primary categories: Subscription, Licensing, and Other.
Subscription revenue is derived from arrangements providing ongoing access to the Company’s streaming content library. This includes subscriptions sold through our direct business and via wholesale distribution agreements. Revenue is recognized on a straight-line basis over the contractual term as the customer simultaneously receives and consumes the benefit of the service. For arrangements via wholesale distribution agreements, the Company recognizes revenue straight-line over the term of the applicable distribution agreement or based on reported subscriber counts.
Licensing revenue is generated through the monetization of the Company’s content library and proprietary data assets, including traditional library sales to media companies, AI data licensing for model training, and non-monetary barter transactions. These arrangements represent the transfer of functional intellectual property. Revenue is generally recognized at the point in time when the license period begins and the content or data is made available for the customer’s use. For barter exchanges, revenue is recognized upon delivery and acceptance of the assets and at the fair value of services received. Certain licensing arrangements provide for consideration payable over a period exceeding one year following transfer of control of the licensed content. Where the timing of payments provides the customer with a significant financing benefit, the Company adjusts the transaction price for the effects of the time value of money, recognizing revenue at the discounted present value of the consideration to be received and recognizing the difference between the discounted and nominal amounts as interest income over the payment term using the effective interest method.
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.
7
Investments in Debt Securities
The Company classifies its investments in debt securities as held-to-maturity ("HTM") under ASC “Accounting Standards Codification” 320, "Investments—Debt and Equity Securities." HTM investments represent securities for which the Company has the positive intent and ability to hold to maturity, and they are reported at amortized cost.
Investments with original maturities of three months or less from the date of purchase are classified as cash equivalents. Investments with longer maturities are classified as short-term or long-term investments based on the remaining maturity at each balance sheet date and the Company’s intent to hold the security. Interest income earned from HTM investments is recognized in the Unaudited Condensed Consolidated Statement of Operations as “Interest and other Income” under non-operating income.
Fair Value Measurement of Financial Instruments
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The applicable accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The accounting guidance establishes three levels of inputs that may be used to measure fair value:
•Level 1: Quoted prices in active markets for identical assets or liabilities.
•Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting period. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.
The Company’s assets measured at fair value on a recurring basis have included its investments in money market funds, U.S. government securities, corporate debt securities, as well as assets held in a Rabbi Trust related to the Company’s non-qualified deferred compensation (“NQDC”) plan. Level 1 inputs were derived by using unadjusted quoted prices for identical assets in active markets and were used to value the Company’s investments in money market funds, U.S. government debt securities, and the NQDC plan assets. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate debt securities.
The Company’s liabilities previously measured at fair value on a recurring basis included its Private Placement Warrants issued to Software Acquisition Holdings LLC, the Company’s former Sponsor. All such Private Placement Warrants expired on October 14, 2025, at which time the associated liability was reduced to zero . Prior to their expiration, the fair value of the Private Placement Warrants was considered a Level 3 valuation and was determined using the Black-Scholes valuation model. Refer to Note 6 - Stockholders' Equity for significant assumptions which the Company used in the fair value model for the Private Placement Warrants during the periods the warrants were outstanding.
8
RECENT ACCOUNTING PRONOUNCEMENTS
As of December 31, 2025, the Company ceased to be an "emerging growth company," as defined in the Jumpstart Our Business Startups Act (JOBS Act), because that date marked the last day of the fiscal year following the fifth anniversary of the Company’s initial public offering. While the Company previously elected to use the extended transition period provided by the JOBS Act to delay the adoption of new or revised accounting pronouncements until such time as those pronouncements were applicable to private companies, the sunset of its emerging growth company status means the Company is now generally required to comply with new or revised accounting standards on the timelines applicable to public business entities.
The Company continues to qualify as a “smaller reporting company” and a “non-accelerated filer” under the rules of the Securities and Exchange Commission. Although the Company has transitioned to the adoption timelines for public business entities, as a smaller reporting company, it may still be eligible to take advantage of certain accommodations and alternative effective dates for specific accounting standards where the Financial Accounting Standards Board (FASB) allows for a staggered adoption for smaller registrants. The Company will evaluate the impact of any such standards on its consolidated financial statements as they are issued.
Accounting Pronouncements Issued but not Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. In January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date, which amended the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The standard allows for adoption using either a prospective or a retrospective method of transition. The Company is currently evaluating the impact of adopting ASU 2024-03, including the clarification provided by ASU 2025-01.
NOTE 3 - EQUITY INVESTMENTS
On November 14, 2025, the Company executed a Series Seed Preferred Share Purchase Agreement to acquire a minority equity interest in a private AI technology company. As of December 31, 2025, the Company holds 1,217,730 Series 2 Seed Preferred Shares, representing approximately a 2.60 % ownership interest on a fully diluted basis. These shares are convertible into common stock at the Company's option and carry a liquidation preference of $0.20530 per share. The shares are non-redeemable and represent a permanent equity interest in the investee. The shares entitle the Company to dividend and voting rights on an as-converted basis and provide certain protective rights over major corporate actions of the investee. The total cash consideration for this investment was $0.2 million, which was recorded as an accrued investment payable at December 31, 2025, and subsequently settled in cash on January 2, 2026.
9
The Company holds equity investments in Spiegel TV Geschichte und Wissen GmbH & Co. KG (the “Spiegel Venture”) and Watch Nebula LLC (“Nebula”). The Company accounts for these investments under the equity method of accounting. The carrying value of the Company’s equity method investment in the Spiegel Venture was reduced to zero The carrying values for the investment in Nebula as of June 30, 2026, and December 31, 2025, were as follows:
(in thousands) | Total | ||||||||||||||||
| Balance at December 31, 2025 | $ | ||||||||||||||||
| Equity method investment income | |||||||||||||||||
| Balance at June 30, 2026 | $ | ||||||||||||||||
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, and a free advertising-supported streaming television (FAST) channel, and receives a share of revenue from the Company's German-language SVOD service. The Spiegel Venture provides factual content to audiences in Germany and certain German-speaking regions of other countries. As of December 31, 2024, the Company’s carrying value in the Spiegel Venture was written down to zero as the Company’s share of cumulative losses exceeded its initial investment. The Company has not received any dividends from the Spiegel Venture as of June 30, 2026.
The Company had a call option that permitted it to require Spiegel TV and Autentic to sell their respective ownership interests in the Spiegel Venture (the “Call Option”) to the Company. The Call Option, exercisable at a value based on a determinable calculation in the Share Purchase Agreement (“SPA”), was initially exercisable only during the period that is the later of (i) 30 business days following the adoption of the Spiegel Venture’s audited financial statements for the fiscal year 2025, and (ii) the period between March 1, 2026, and March 31, 2026.
Together with the Call Option, each of Spiegel TV and Autentic had a put option that permitted it to require the Company to purchase its interest (“Put Option”) at a value based on a determinable calculation outlined in the SPA. The Put Option was initially exercisable only during the period that is the later of i) the 60-day period following the adoption of Spiegel Venture’s audited financial statements for the fiscal year 2025, and (ii) the period between April 1, 2026, and April 30, 2026.
In April 2026, Spiegel TV and Autentic exercised their respective Put Options. The aggregate purchase price payable by the Company was calculated to be $2.0 million based on the formula set forth in the SPA and the Spiegel Venture’s audited 2025 results. To facilitate the timing required for an international wire transfer and ensure funds arrived in Germany for the July 1, 2026 settlement, the Company remitted the payment on June 30, 2026. As of June 30, 2026, this advance purchase price payment was recorded within Other Current Assets on the Unaudited Condensed Consolidated Balance Sheets. On July 1, 2026, the Company completed the acquisition of the remaining 68 % ownership interest, bringing its ownership to 100 %, and will consolidate Spiegel Venture’s financial results starting from the closing date. For additional information regarding the acquisition of Spiegel Venture, please see Note 17 — Subsequent Events.
NEBULA
Nebula is an SVOD technology platform built for and by a group of independent content creators. Prior to the Company’s investment, Nebula was a wholly owned subsidiary of Standard Broadcast LLC (“Standard”). On August 23, 2021, the Company purchased a 12 % ownership interest in Nebula for $6.0 million. Upon its initial investment, the Company obtained 25 % representation on Nebula’s board of directors.
Since the time of its original investment, the Company purchased additional incremental ownership interests, each for a payment of $0.8 million and representing 1.625 % of equity ownership, if Nebula met certain quarterly targets. The Company made three subsequent incremental purchases, bringing its total ownership interest in Nebula to 16.875 % as of June 30, 2026. The opportunity or obligation to make additional purchases ended as of September 30, 2023. Because the Company did not purchase at least two consecutive ownership interests in Nebula, effective December 15, 2023, Standard removed the Company’s seat on the Nebula board of directors. The Company has not received dividends from Nebula as of June 30, 2026.
10
NOTE 4 - BALANCE SHEET COMPONENTS
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND INVESTMENTS
A reconciliation of the Company’s cash and cash equivalents in the Unaudited Condensed Consolidated Balance Sheets to cash, cash equivalents and restricted cash in the Unaudited Condensed Consolidated Statements of Cash Flows is as follows:
(in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash1 | |||||||||||
| Cash and cash equivalents and restricted cash | $ | $ | |||||||||
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 June 30, 2026, and December 31, 2025:
| As of June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Cash and Cash Equivalents | Short-Term Investments | Investments (Non-Current) | Total | |||||||||||||||||||||||||||||||||||||
| Level 1 securities: | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Mutual funds | |||||||||||||||||||||||||||||||||||||||||
| Total Level 1 securities | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Level 2 securities: | |||||||||||||||||||||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||||||||||||||||||||
| Total Level 2 securities | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Cash and Cash Equivalents | Short-Term Investments | Investments (Non-Current) | Total | |||||||||||||||||||||||||||||||||||||
| Level 1 securities: | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Mutual funds | |||||||||||||||||||||||||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||||||||||||||||||||
| Total Level 1 securities | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Level 2 securities: | |||||||||||||||||||||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||||||||||||||||||||
| Total Level 2 securities | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
11
The following table provides the amortized cost and estimated fair value of investments with fixed maturities as of June 30, 2026:
| As of June 30, 2026 | |||||||||||||||||||||||
| (in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||
The Company recorded no
For the three and six months ended June 30, 2026, the Company recorded a nominal amount of net investment income and an unrealized loss related to the mutual funds held in the Rabbi Trust related to the NQDC plan, which is included in Interest and other income, net in the Unaudited Condensed Consolidated Statements of Operations.
Accrued interest on held-to-maturity securities is excluded from the amortized cost basis. As of June 30, 2026, the total accrued interest receivable excluded from the disclosed amortized cost basis was immaterial , net of any allowance for credit losses.
The Company’s held-to-maturity investments as of June 30, 2026, consist of short term, investment-grade debt securities, primarily corporate bonds and U.S. Treasury securities. Based on external credit ratings and economic forecasts, the Company determined that the expected credit losses over the lifetime of these securities are immaterial. Therefore, no allowance for credit losses has been recorded for these securities as of June 30, 2026.
The following table provides the amortized cost and estimated fair value of investments with fixed maturities by maturity date as of June 30, 2026:
| As of June 30, 2026 | |||||||||||
| (in thousands) | Amortized Cost | Estimated Fair Value | |||||||||
| Due in one year or less | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Total | $ | $ | |||||||||
The Company’s investment in the private AI technology company is an equity security without a readily determinable fair value and is measured using the measurement alternative under ASC 321; accordingly, it is not categorized within the fair value hierarchy.
ALLOWANCE FOR CREDIT LOSSES
The following table summarizes the activity in the allowance for credit losses for the six months ended June 30, 2026, and 2025, which reflects management’s estimate of expected credit losses over the contractual life of the Company's accounts receivable.
| Six Months Ended June 30, | ||||||||||||||
| (in thousand) | 2026 | 2025 | ||||||||||||
| Balance at the beginning of the period | $ | $ | ||||||||||||
| Provisions for credit losses | ||||||||||||||
| Write-offs charged against the allowance | ( | |||||||||||||
| Recoveries of amounts previously written off | ( | ( | ||||||||||||
| Balance at the end of the period | $ | $ | ||||||||||||
12
CONTENT ASSETS
Content assets consisted of the following as of June 30, 2026, and December 31, 2025:
(in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Licensed content, net: | |||||||||||
Released, less amortization and impairment | $ | $ | |||||||||
| Prepaid and unreleased | |||||||||||
| Total Licensed content, net | |||||||||||
| Produced content, net: | |||||||||||
Released, less amortization and impairment | |||||||||||
| In production | |||||||||||
Total produced content, net | |||||||||||
Total content assets | $ | $ | |||||||||
Of the $14.7 million unamortized cost of licensed content that had been released as of June 30, 2026, the Company expects that $9.2 million, $3.8 million and $0.7 million will be amortized in each of the next three years. Of the $7.2 million unamortized cost of produced content that had been released as of June 30, 2026, the Company expects that $3.7 million, $2.4 million and $0.7 million will be amortized in each of the next three years.
As of June 30, 2026, the Company had licensed content that was contractually completed but not yet released. The timing of the release for this content is uncertain, and therefore, the Company cannot reasonably estimate the portion of costs that will be amortized in the next 12 months. The Company will recognize amortization once the content is published and available for monetization.
Content assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. No
Amortization
In accordance with its accounting policy for content assets, the Company amortizes licensed content costs and produced content costs, which are included within cost of revenues in the Company’s Unaudited Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2026, and 2025, content amortization was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Licensed content | $ | $ | $ | $ | |||||||||||||||||||
| Produced content | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
13
ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following as of June 30, 2026, and December 31, 2025:
| (in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Accrued payroll and benefits | $ | $ | |||||||||
| Accrued revenue share | |||||||||||
| Sales and income tax liabilities | |||||||||||
| Dividends payable | |||||||||||
| Accrued royalties | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
CREDIT FACILITY
On March 12, 2026, the Company entered into a Credit Agreement with Citibank, N.A., providing for a $10.0 million Senior Secured Revolving Credit Facility (the "Credit Facility"). The Credit Facility has a three-year term maturing on March 12, 2029, and is secured by a first-priority lien on substantially all assets of the Company and its domestic subsidiaries. Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the Company's option, either (i) a floating rate plus 3.00 % or (ii) Adjusted Term SOFR plus 3.00 %. The Company is required to pay an unused fee of 0.35 % per annum on the average daily unused portion of the facility. For the three months ended June 30, 2026, the Company recorded immaterial unused fees, which are included within general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations.
The Credit Facility includes a $2.0 million sublimit for the issuance of letters of credit and an accordion feature allowing the Company to request increases in the revolving commitment of up to an aggregate principal amount of $20.0 million, subject to lender consent. The Credit Facility contains customary financial covenants, including a Consolidated Leverage Ratio not to exceed 3.00 :1.00 and a Consolidated Interest Coverage Ratio of not less than 3.00 :1.00. Additionally, the agreement restricts the payment of cash dividends or the repurchase of equity interests unless the Company maintains liquidity (defined as unrestricted cash plus facility availability) of at least $10.0 million, after giving effect to such payment. As of June 30, 2026, the Company was in compliance with all covenants under the Credit Facility.
As of June 30, 2026, there were no outstanding borrowings under the Credit Facility. In connection with entering into the facility, the Company incurred $0.1 million in debt issuance costs, that are included within Other assets in the Unaudited Condensed Consolidated Balance Sheets. These costs are amortized over the 36-month term of the facility and recorded within general and administrative expense on the Condensed Consolidated Statements of Operations. For the three months ended June 30, 2026, the Company recorded an immaterial amount of amortization expense related to these costs.
14
NOTE 5 - REVENUE
The following table sets forth the Company’s disaggregated revenues for the three and six months ended June 30, 2026, and 2025, as well as the relative percentage of total revenue:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Subscription | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
Licensing (1) | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Other | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
(1) Includes revenue recognized from barter transactions of $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
REMAINING PERFORMANCE OBLIGATIONS
As of June 30, 2026, the Company expects to recognize revenues in the future related to performance obligations that were unsatisfied as follows:
| Remainder of Year Ending December 31, 2026 | Year Ended December 31, | ||||||||||||||||||||||||||||||||||
(in thousands) | 2027 | 2028 | 2029 | Thereafter | Total | ||||||||||||||||||||||||||||||
| Remaining performance obligations | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (a) contracts with an original expected term of one year or less or (b) licenses of content that are solely based on sales or usage-based royalties.
DEFERRED REVENUE
Contract liabilities (i.e., deferred revenue) consist of subscriber and affiliate license fees billed that have not been recognized, amounts contractually billed or collected for content licensing sales in advance of the related content being made available to the customer, and unredeemed gift cards and other prepaid subscriptions that have not been redeemed. Approximately 90 % of the contract liability balance relates to annual subscriptions.
Total deferred revenues were $8.5 million and $8.7 million as of June 30, 2026, and December 31, 2025, respectively. The non-current portions of $0.3
For the six months ended June 30, 2026, the Company recognized revenues of $6.1 million related to amounts deferred as of December 31, 2025.
The following table provides a roll-forward of the contract liability balances for the six months ended June 30, 2026, and 2025:
| Six Months Ended June 30, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||
| Revenue recognized in the current period from beginning balance | ( | ( | ||||||||||||
| New deferrals, net of amounts recognized in current period | ||||||||||||||
| Deferred revenue derecognized upon disposition of Curiosity Brands, LLC | ( | |||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
15
TRADE AND BARTER TRANSACTIONS
The Company regularly enters into trade and barter transactions, primarily for the purpose of exchanging content assets through licensing agreements with media counterparties.
For content acquired through trade and barter transactions, the Company records the acquired assets in the Condensed Consolidated Balance Sheet and amortizes those assets over the term of the content license, beginning at the time the asset is placed in service or monetized otherwise, in accordance with the Company’s content and amortization policies. For other products and services received through trade and barter transactions, the Company records operating expenses upon receipt of such products and services, as applicable.
The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case, the consideration is measured based on the standalone selling price of the services provided. For an exchange of content, the performance obligation is satisfied at the time the content is made available for the counterparty to use, which represents the point in time that control is transferred. For advertising, the performance obligation is satisfied upon the Company’s delivery of the media campaign or other service to the counterparty.
For the three and six months ended June 30, 2026, and 2025, trade and barter revenues were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Trade and barter license fees | $ | $ | $ | $ | |||||||||||||||||||
For the three and six months ended June 30, 2026, and 2025, trade and barter cost of revenues were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | |||||||||||||||||||
For the three and six months ended June 30, 2026, and 2025, additions to content assets resulting from trade and barter transactions were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Content assets acquired | $ | $ | $ | $ | |||||||||||||||||||
NOTE 6 - STOCKHOLDERS’ EQUITY
COMMON STOCK
As of June 30, 2026, and December 31, 2025, the Company had authorized the issuance of 126,000,000 0.0001 125,000,000 1,000,000
TREASURY STOCK
On June 10, 2024, the Company's Board of Directors authorized and approved a share repurchase program for up to $4.0 million of the then-outstanding shares of the Company’s common stock. Under the stock repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws. On March 10, 2026, the Board authorized an additional $2.0 million for the purchase of the Company’s common stock under this existing program, increasing the total authorized amount to $6.0 million.
16
As of December 31, 2025, the Company had repurchased 215,890 shares of its common stock at an average price of $1.16 per share. The total cost of the repurchases was $0.3 million. The Company purchased additional 272,883 shares at an average price of $3.16 per share for a total of $0.9 million during the six months ended June 30, 2026. The purchased shares were recorded as treasury stock in the equity section of the Company’s Unaudited Condensed Consolidated Balance Sheets.
As of June 30, 2026, $4.9 million remains available for future repurchases under the Board-authorized program.
WARRANTS
All of the Company’s outstanding Warrants expired unexercised on October 14, 2025. As of December 31, 2025, there were no zero . Prior to their expiration, the Company had 3,054,203 Public Warrants and 3,676,000 Private Placement Warrants outstanding. Each whole warrant entitled the registered holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share. The Private Placement Warrants were liability-classified, and the Public Warrants were equity-classified. No
The Private Placement Warrants were recorded at fair value as of each reporting date with the change in fair value reported in the accompanying Unaudited Condensed Consolidated Statements of Operations as “Change in fair value of warrant liability.” The fair value of the Private Placement Warrant liability was estimated using a Black-Scholes pricing model with Level 3 inputs. As of September 30, 2025, the fair value of the Private Placement Warrants was determined to be zero as the Warrants were significantly out-of-the-money and approaching their expiration date. Because the Private Placement Warrants were written down to zero during the third quarter of 2025, and subsequently extinguished upon expiration, no fair value measurements or significant assumptions were required for the Black-Scholes model as of December 31, 2025. The significant assumptions used to determine fair value as of June 30, 2025, were as follows:
June 30, 2025 | |||||
| Exercise price | $ | ||||
| Stock price (CURI) | $ | ||||
| Expected volatility | % | ||||
| Expected warrant term (years) | |||||
| Risk-free interest rate | % | ||||
| Dividend yield | % | ||||
| Fair Value per Private Placement Warrant | $ | ||||
The change in fair value of the private placement warrant liability was negligible for the three and six months ended June 30, 2025.
NOTE 7 - EARNINGS (LOSS) PER SHARE
Basic and diluted earnings (loss) per share are computed based on the weighted-average number of shares of the Company’s common stock outstanding during the respective periods. Diluted earnings (loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted, using the treasury stock method for stock options, restricted stock units (“RSUs”), and other potentially dilutive instruments. For RSUs, the assumed proceeds under the treasury stock method include the amount of unrecognized compensation cost. Potential common shares are excluded from the diluted per share calculation when their effect is anti-dilutive, including in periods of net loss or when inclusion does not result in a decrease in earnings per share.
17
For the three and six months ended June 30, 2026, and 2025, the components of basic and diluted net income per share were as follows:
(in thousands except per share amounts) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator — basic and diluted EPS: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Denominator — basic EPS: | |||||||||||||||||||||||
| Weighted–average shares | |||||||||||||||||||||||
| Net income per share — basic | $ | $ | $ | $ | |||||||||||||||||||
| Denominator — diluted EPS: | |||||||||||||||||||||||
| Weighted–average shares | |||||||||||||||||||||||
| Net income per share — diluted | $ | $ | $ | $ | |||||||||||||||||||
The following table summarizes common shares issuable for stock options and restricted stock units as of June 30, 2026, and for warrants, stock options, and restricted stock units as of June 30, 2025. For the three months ended June 30, 2026, and 2025, these share equivalents were excluded from the calculation of diluted net income per share as their inclusion would have been anti-dilutive.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
Total | |||||||||||||||||||||||
NOTE 8 - STOCK-BASED COMPENSATION
In October 2020, the Board adopted the CuriosityStream 2020 Omnibus Plan (the “2020 Plan”). The 2020 Plan became effective upon consummation of the Business Combination and succeeds the Legacy CuriosityStream Stock Option Plan. Upon adoption of the 2020 Plan, a total of 7,725,000 shares were approved to be issued as stock options, share appreciation rights, restricted stock units and restricted stock. In June 2025, the Company’s stockholders approved an amendment to the 2020 Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,000,000 shares, bringing the total number of shares reserved for issuance thereunder to 10,725,000 shares.
Stock options and RSUs generally vest on a monthly, quarterly, or annual basis over a period of up to four years
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award, recognizing the expense in earnings over the period during which an employee is required to provide the service. Expense for time-based awards is recognized on a straight-line basis over the requisite service period. Expense for awards with accelerated vesting subject to performance or market-based triggers is recognized over the shorter of the derived or requisite time-based service period. Forfeitures are accounted for as they occur.
18
STOCK OPTIONS
The fair value of stock option awards is estimated using the Black-Scholes option pricing model, which incorporates assumptions regarding stock price volatility, employee exercise behavior, future dividend payments, and risk-free interest rates. Due to a lack of sufficient historical exercise behavior, the Company utilizes the simplified method to estimate the expected term, representing the midpoint between the vesting date and the end of the contractual term. Volatility is estimated using the Company’s historical volatility alongside that of similar public companies, while the risk-free interest rate is based on the rate of return on U.S. Treasury securities with maturities approximating the expected term. No
As of June 30, 2026, all outstanding stock options were fully exercisable with a weighted-average exercise price of $5.00 and a weighted-average remaining contractual term of 3.17 years. There were no unvested stock options as of June 30, 2026.
RSUs
The Company issues RSU awards that vest upon continued service, the achievement of performance conditions, or the attainment of specified market conditions. Certain RSU awards include dividend equivalent rights (“DERs”) on dividends declared during the vesting period. These DERs are forfeitable until the underlying RSUs vest and are payable in cash upon vesting. Upon the declaration of dividends, the Company records the related DERs as a dividend payable with a corresponding charge to accumulated deficit. DERs do not result in additional share-based compensation expense.
During the year ended December 31, 2025 and six months ended June 30, 2026, the Company granted RSU awards to employees and senior leadership, a significant portion of which were granted in July 2025 and included tranches that vest upon (i) achievement of specified market conditions or (ii) performance conditions or (iii) continued service through dates generally ranging from to four years .
For tranches with market condition-based vesting terms, grant-date fair value was estimated using a Monte Carlo simulation. Key inputs for this simulation included an expected volatility of 85.5 %, risk-free interest rates ranging from 3.57 % to 3.95 %, an expected dividend yield ranging from 6.5 % to 9.2 %, and an assumed correlation with peer indices of 1.54 to 1.67 . Compensation expense is recognized over the derived service period and is therefore front-loaded, with the majority expected to be recognized in the first three quarters following grant.
For tranches with vesting terms based on performance conditions, grant-date fair value equals the Company’s common stock closing price on the grant date; compensation expense is recognized when achievement of the performance condition is considered probable, on a straight-line basis over the remaining requisite service period.
The following table summarizes stock option and RSU activity, prices, and values for the six months ended June 30, 2026:
Number of Shares Available for Issuance Under the Plan | Stock Options | Restricted Stock Units | |||||||||||||||||||||||||||||||||
(in thousands except share price and fair value amounts) | Number of Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in Years) | Number of Shares | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | |||||||||||||||||||||||||||||||||
| Granted | ( | — | |||||||||||||||||||||||||||||||||
| RSUs vested | — | ( | |||||||||||||||||||||||||||||||||
| Forfeited or expired | — | ( | |||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | |||||||||||||||||||||||||||||||||
19
For the three and six months ended June 30, 2026, and 2025, stock-based compensation expense was as follows:
(in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock-based compensation — RSUs | $ | $ | $ | $ | |||||||||||||||||||
The following table summarizes total fair value of RSUs that vested during the three and six months ended June 30, 2026, and 2025. This value is calculated based on the closing market price of the Company’s common stock on the applicable vesting dates.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousand) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Fair value of vested RSUs | $ | $ | $ | $ | |||||||||||||||||||
As of June 30, 2026, the total remaining unrecognized compensation cost related to unvested restricted stock units was approximately $2.5 million. This cost is expected to be recognized over a weighted average remaining period of 0.47 years.
NOTE 9 - SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates as one
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 June 30, 2026, and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
Less: | |||||||||||||||||||||||
| Content amortization | |||||||||||||||||||||||
| Other cost of revenues | |||||||||||||||||||||||
| Advertising and marketing | |||||||||||||||||||||||
| Payroll and related | |||||||||||||||||||||||
| Other general and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating (loss) income | |||||||||||||||||||||||
Other segment items1 | $ | $ | $ | $ | |||||||||||||||||||
| (Loss) income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
| Provision for (benefit from) income taxes | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net (loss) income | $ | $ | $ | $ | |||||||||||||||||||
1 Other segment items include interest and other income, and equity method investment income for the three and six months ended June 30, 2026. Other segment items include changes in the fair value of warrant liabilities, interest and other income, and equity method investment loss for the three and six months ended June 30, 2025. 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 June 30, 2026, and 2025, revenue by geographic location based on customer location was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
United States | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
| International | |||||||||||||||||||||||||||||||||||||||||||||||
| Germany | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Other | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Total International | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
Revenue from one foreign country, Germany, comprised 10 % or greater of total revenue for one or more of the periods presented.
NOTE 10 - RELATED-PARTY TRANSACTIONS
EQUITY INVESTMENTS
As of June 30, 2026, and December 31, 2025, the impacts of the arrangements with the Spiegel Venture on the Company’s Unaudited Condensed Consolidated Balance Sheets were as follows:
(in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Accounts receivable | $ | $ | |||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other liabilities | $ | $ | |||||||||
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For the three and six months ended June 30, 2026, and 2025, the impacts of arrangements with the Spiegel Venture on the Company’s Unaudited Condensed Consolidated Statements of Operations were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | |||||||||||||||||||
The Company had no business transactions with Nebula during the periods presented; however, it continues to hold an equity interest in Nebula.
OPERATING LEASE
NOTE 11 - RETIREMENT PLAN
Nonqualified Deferred Compensation Plan
In July 2025, the Company established the NQDC Plan for the benefit of employees classified as highly compensated employees under Section 414(q) of the Internal Revenue Code, including the Company’s Chief Executive Officer and Chief Financial Officer. The NQDC Plan allows eligible participants to defer up to 80 % of their base salary and up to 100 % of their annual incentive compensation.
The NQDC Plan is unfunded for tax purposes and represents an unsecured general obligation of the Company to pay the participants in the future. Participant accounts are credited with earnings or losses based on the performance of notional investment indices selected by the participants from a menu of options established by the Company. The Company does not guarantee a minimum rate of return on participant accounts. To manage the obligation, the Company maintains a Rabbi Trust, which holds investments in Fidelity mutual funds that generally mirror the participants' notional investment selections. These assets are recorded at fair value within Other assets on the Unaudited Condensed Consolidated Balance Sheets
The Company records a liability for the participant deferrals, which is adjusted each reporting period to reflect the performance of the selected investment indices. Changes in the fair value of the NQDC Plan liability are recognized as compensation expense within "General and administrative" expenses in the Unaudited Condensed Consolidated Statements of Operations.
As of June 30, 2026, the aggregate liability under the NQDC Plan was $1.6 million, which is included in "Other liabilities" on the Unaudited Condensed Consolidated Balance Sheets. The following table summarizes the activity in the NQDC Plan for the three and six months ended June 30, 2026:
| (in thousands) | Six Months Ended June 30, 2026 | ||||
| Balance at beginning of period | $ | ||||
| Participant contributions | |||||
| Aggregate earnings (losses) | |||||
| Distributions | |||||
| Balance at end of period | $ | ||||
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NOTE 12 - LEASES
COMPANY AS LESSEE
The Company is a party to a non-cancellable operating lease agreement for office space, which expires in 2033. The Company’s operating lease for this office space includes fixed rent payments and variable lease payments, which are primarily related to common area maintenance and utility charges. The Company elected not to separate lease and non-lease components, and as such, all amounts paid under the lease are classified as either fixed or variable lease payments. The Company has determined that no renewal clauses are reasonably certain of being exercised and therefore has not included any renewal periods within the lease term for this lease.
As of June 30, 2026, the Company held operating lease ROU assets of $2.6 million. Current lease liabilities were $0.4 million, and are included within accrued expenses and other liabilities on the Unaudited Condensed Consolidated Balance Sheets. Non-current lease liabilities were $3.2 million. In measuring these operating lease liabilities, the Company used a weighted average discount rate of 4.4 % as of June 30, 2026. The weighted average remaining lease term as of June 30, 2026, was 6.67 years.
Components of Lease Cost
For the three and six months ended June 30, 2026, the Company’s total operating lease cost was comprised of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
Maturity of Lease Liabilities
As of June 30, 2026, maturities of the Company’s operating lease liabilities, which do not include short-term leases and variable lease payments, were as follows:
(In thousands) | |||||
| Six remaining months of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total lease payments | $ | ||||
| Less: imputed interest | ( | ||||
| Present value of total lease liabilities | $ | ||||
COMPANY AS LESSOR
NOTE 13 - COMMITMENTS AND CONTINGENCIES
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CONTENT COMMITMENTS
As of June 30, 2026, the Company’s content obligations amounted to $0.3 million, including less than $0.1 million recorded within content liabilities in the accompanying unaudited consolidated balance sheets, and $0.2 million of obligations not yet recorded as they did not yet meet the asset recognition criteria for content assets. These obligations are expected to be paid through the remainder of 2026.
As of December 31, 2025, the Company’s content obligations amounted to $0.6 million, including $0.4 million recorded within current content liabilities in the accompanying unaudited consolidated balance sheets and $0.2 million of obligations not yet recorded as they did not yet meet the asset recognition criteria for content assets.
Content obligations include amounts related to licensed, commissioned and internally produced streaming content. An obligation for the production of content includes non-cancelable commitments under creative talent and employment agreements. An obligation for the licensed and commissioned content is incurred at the time the Company enters into an agreement to obtain future titles. Once a title becomes available, a content liability is generally recorded. Certain agreements include the obligation to license rights for unknown future titles, the ultimate quantity and/or fees for which are not yet determinable as of the reporting date.
ADVERTISING COMMITMENTS
The Company periodically enters into agreements to receive future advertising and marketing services as part of various licensee arrangements, and the Company reports commitments when the applicable agreements provide for specific committed amounts. As of June 30, 2026, the Company’s future advertising commitments totaled $0.9 million, all of which the Company expects to pay through the remainder of 2026.
NOTE 14 - INCOME TAXES
For the three and six months ended June 30, 2026, the Company recorded income tax provision of $0.4 million and $0.5 million, respectively, compared to income tax benefits of $0.1
NOTE 15 - SALE OF EMPLOYEE RETENTION CREDIT CLAIM
In response to the COVID-19 pandemic, the Company became eligible for the Employee Retention Credit ("ERC") under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and subsequent legislation. The ERC is a refundable tax credit against certain employment taxes, designed to support businesses in retaining employees during periods of economic hardship. The Company determined its total eligible ERC to be $1.2 million.
In 2023, the Company filed claims for the Employee Retention Credit (“ERC”) related to the 2020 tax year and the first and second quarters of the 2021 tax year. In December 2024, the Company sold its rights to these anticipated proceeds to a third party (the “Buyer”). During the year ended December 31, 2025, the IRS processed the 2020 ERC claims, and the resulting refund of $0.4 million was remitted to the Buyer in accordance with the agreement.
During the first quarter in 2026, the Company received a Letter 105C from the IRS notifying the Company of the disallowance of its claims related to the first and second quarters of 2021, which total approximately $1.0 million. The Company, in consultation with its tax advisors, continues to believe it is eligible for these credits and has initiated a formal appeal of the IRS's determination.
The agreement with the Buyer includes a provision allowing the Buyer to require the Company to repurchase the ERC claim if the IRS disallows or reduces the amount. Management continues to believe the likelihood of such a repurchase obligation is remote based on the technical merits of the pending appeal; consequently, no liability has been recognized for this contingent obligation as of June 30, 2026. No income or expenses related to the 2021 ERC claims were recognized during the three and six months ended June 30, 2026.
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NOTE 16 - DISPOSITION OF CURIOSITY BRANDS, LLC AND RELATED AGREEMENTS
On June 30, 2026, the Company disposed of the financial and intangible assets related to its Curiosity University, Curiosity Audio, and Catholic Stream brands, representing the Company's educational lifelong-learning, audio-format, and faith-based content offerings, respectively, to an unrelated third party (the “Buyer”) for $0.3 million. To effect the disposition, the Company contributed the assets to a newly formed, wholly owned subsidiary, Curiosity Brands, LLC (“Curiosity Brands”), and the Buyer then acquired 100 % of Curiosity Brands’ membership interests. The purchase price is receivable in two equal installments with the first installment due no later than December 31, 2026, and the second installment due no later than June 30, 2027. The purchase price receivable was recognized within Other assets on the Condensed Consolidated Balance Sheet.
The Company derecognized the net assets disposed of and recognized a loss on disposal of approximately $0.2 million, representing the excess of the net book value of the assets transferred over the consideration received, which is reflected within General and administrative expenses in the Condensed Consolidated Statements of Operations.
Concurrently with the disposition, the Company entered into a long-term content license agreement (the “License Agreement”) with Curiosity Brands for $10 million, payable in four annual installments of $2.5 million beginning June 30, 2027, and a Distribution and Services Agreement (the “Service Agreement”) under which the Company will earn a fee equal to 10 % of Curiosity Brands' net revenue for providing certain operational and distribution services. Because the License Agreement provides Curiosity Brands a significant financing benefit, the Company recorded the related receivable at its present value, discounted at 7.0 %, representing the estimated rate that would be reflected in a separate financing transaction between the Company and the customer at contract inception, resulting in licensing revenue of $8.5
The Company evaluated the license fee receivable under ASC 326 and concluded no allowance for credit losses was required as of June 30, 2026, based on Curiosity Brands projected cash flows, and contractual protections available to the Company in the event of a payment default.
NOTE 17 - SUBSEQUENT EVENTS
ACQUISITION OF REMAINING OWNERSHIP IN SPIEGEL VENTURE
On July 1, 2026, the Company completed its previously disclosed acquisition of the remaining 68 % ownership interest in Spiegel Venture, pursuant to put options exercised by Spiegel TV GmbH and Autentic GmbH in April 2026, for an aggregate purchase price of $2.0 million paid in cash. As a result, the Company now owns 100 % of the Spiegel Venture, and Spiegel Venture's results of operations will be consolidated within the Company's financial statements beginning on the closing date.
Unaudited Pro Forma Financial Information
The following table presents the supplemental pro forma results of operations for the three and six months ended June 30, 2026, and 2025, as if the acquisition of Spiegel Venture had occurred on January 1, 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Total Pro Forma Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Total Pro Forma Net Income | $ | $ | $ | $ | |||||||||||||||||||
Basis of Pro Forma Presentation
These pro forma results are presented for informational purposes only and are not necessarily indicative of the actual results that would have occurred had the acquisition been completed on January 1, 2025, nor are they indicative of future operating results.
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The pro forma adjustments include: the consolidation of 100% of Spiegel Venture’s revenue and expenses, preliminary amortization expense associated with the estimated fair value of acquired intangible assets, and the elimination of certain intercompany transactions between the Company and Spiegel Venture.
As this is a step-acquisition, the Company will remeasure its previously held 32 % equity interest in Spiegel Venture at its acquisition-date fair value. Any resulting gain or loss will be recognized in earnings in the third quarter of 2026. As the Company’s carrying value in the Spiegel Venture has remained at zero since 2024, the Company expects to recognize a gain within the consolidated statement of operations upon the closing of the transaction in the third quarter of 2026.
As of the filing date of these financial statements, the initial accounting for this business combination is incomplete; therefore, certain disclosures, such as the final purchase price allocation and the fair value of the previously held interest, have not yet been finalized.
DIVIDEND DECLARATION
On August 11, 2026, the Board declared a quarterly cash dividend of $0.085 per share of common stock. The cash dividend will be paid on September 18, 2026, to all holders of record of common stock at the close of business on September 4, 2026. This cash dividend of approximately $5.0 million is expected to be paid from available cash on hand, cash generated from operations, as well as potential drawdowns on our credit facility if needed.
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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 be 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, 2025, filed with the SEC on March 12, 2026 (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 Revenue, which includes fees earned from our direct subscriber business and wholesale distribution agreements;
2.Licensing Revenue, which reflects fees from content licensing including trade and barter transactions, and AI data licensing; and
3.Other Revenue, which primarily consists of advertising, sponsorships, and integrated brand partnerships.
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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 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 millions of video and audio programs, course materials and other assets to utilize on our own services as well as license to other media and technology companies.
During the second quarter of 2026, the Company disposed of its educational lifelong-learning, faith-based, and audio-format content brands (Curiosity University, Catholic Stream and Curiosity Audio, respectively) to an unrelated third party, concurrently entering into a long-term content license agreement with the buyer to continue monetizing the underlying content library, alongside a Distribution and Services Agreement under which the Company receives a fee equal to 10% of the buyer's net revenue for providing ongoing operational and distribution services. This transaction reflects the Company's ongoing strategy to concentrate its resources on its core streaming and technology platform, including the continued expansion of its AI content and technology licensing initiatives, while divesting non-core brand assets that are not central to this strategic focus. See Note 16 — Disposition of Curiosity Brands, LLC and Related Agreements to the Unaudited Condensed Consolidated Financial Statements for further discussion.
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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 June 30, 2026, and 2025, 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 June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
(unaudited and in thousands) | 2026 | 2025 | Total | % | 2026 | 2025 | Total | % | |||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Subscription | $ | 8,869 | $ | 9,303 | $ | (434) | (5 | %) | $ | 17,696 | $ | 18,585 | $ | (889) | (5 | %) | |||||||||||||||||||||||||||||||
| Licensing | 14,059 | 9,491 | 4,568 | 48 | % | 20,076 | 14,903 | 5,173 | 35 | % | |||||||||||||||||||||||||||||||||||||
| Other | 317 | 218 | 99 | 45 | % | 634 | 614 | 20 | 3 | % | |||||||||||||||||||||||||||||||||||||
Total revenue | 23,245 | 19,012 | 4,233 | 22 | % | 38,406 | 34,102 | 4,304 | 13 | % | |||||||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenues | 6,313 | 8,864 | (2,551) | (29 | %) | 12,970 | 15,944 | (2,974) | (19 | %) | |||||||||||||||||||||||||||||||||||||
| Advertising and marketing | 1,900 | 3,275 | (1,375) | (42 | %) | 5,415 | 6,209 | (794) | (13 | %) | |||||||||||||||||||||||||||||||||||||
| General and administrative | 5,852 | 6,393 | (541) | (8 | %) | 12,385 | 11,390 | 995 | 9 | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 14,065 | 18,532 | (4,467) | (24 | %) | 30,770 | 33,543 | (2,773) | (8 | %) | |||||||||||||||||||||||||||||||||||||
| Operating income | 9,180 | 480 | 8,700 | n/m | 7,636 | 559 | 7,077 | n/m | |||||||||||||||||||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of warrant liability | — | (79) | 79 | n/m | — | (86) | 86 | n/m | |||||||||||||||||||||||||||||||||||||||
Interest and other income | 101 | 424 | (323) | (76 | %) | 311 | 850 | (539) | (63 | %) | |||||||||||||||||||||||||||||||||||||
Equity method investment income (loss) | 35 | (156) | 191 | (122 | %) | 65 | (307) | 372 | (121 | %) | |||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | 9,316 | $ | 669 | $ | 8,647 | n/m | $ | 8,012 | $ | 1,016 | 6,996 | n/m | ||||||||||||||||||||||||||||||||||
| Provision for (benefit from) income taxes | 434 | (115) | 549 | n/m | 458 | (87) | 545 | n/m | |||||||||||||||||||||||||||||||||||||||
| Net income | $ | 8,882 | $ | 784 | $ | 8,098 | n/m | $ | 7,554 | $ | 1,103 | 6,451 | n/m | ||||||||||||||||||||||||||||||||||
* n/m = percentage not meaningful | |||||||||||||||||||||||||||||||||||||||||||||||
For the three months ended June 30, 2026, the Company reported operating income and net income of $9.2 million and $8.9 million, respectively, compared to operating income and net income of $0.5 million and $0.8 million, respectively, for the three months ended June 30, 2025. This improvement in results was attributable to a $4.2 million, or 22%, increase in total revenue, driven by higher licensing revenue and a $4.5 million, or 24%, decrease in total operating expenses, driven by a reduction in costs across all operating expense categories.
For the six months ended June 30, 2026, the Company reported operating income and net income of $7.6 million each, compared to operating income and net income of $0.6 million and $1.1 million, respectively, for the same period in 2025. This improvement in results was attributable to a $4.3 million, or 13%, increase in total revenue, driven by higher licensing revenue, and a $2.8 million, or 8%, decrease in total operating expenses, reflecting lower cost of revenues and advertising and marketing, partially offset by higher general and administrative expenses.
Our future operating results and cash flows are dependent upon a number of opportunities, such as our AI licensing initiatives and other factors, including our ability to efficiently grow our subscription business.
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Revenue
Subscription
The Company’s streaming content is provided to subscribers directly, via the Company’s website, applications, and channel stores offerings, as well as through wholesale distribution agreements.
Individual customers can purchase subscriptions directly via the Company’s SVOD platform accessible by internet connected devices and applications for such devices as well as through distributor channel stores offering subscriptions to Company products on an a la carte basis. Individual subscriptions may be monthly or annual and pricing may vary based on the customer’s location worldwide. Customers may also subscribe to Company services indirectly via distribution partners who deliver CuriosityStream content via the distributor’s platform or system. Such wholesale distribution agreements typically convey a broad scope of rights, such as access to a 24/7 linear channel and an on-demand content library, with pricing and packaging flexibility, in exchange for an annual fixed fee or per-subscriber fee as part of a multi-year deal. The streaming library is composed of thousands of accessible on-demand and ad-free productions and includes shows and series from leading nonfiction producers.
The Company continually evaluates pricing structures to align with market conditions, including price adjustments for legacy subscribers initiated in March 2026. Alongside standard subscriptions, the Company offers the “Smart Bundle” service, which includes access to Tastemade, Kidstream, SOMM TV, and Curiosity University.
For the three and six months ended June 30, 2026, subscription revenue decreased due to a lower overall subscriber count, partially offset by an increase in average monthly revenue per paying subscriber reflecting the strategic price increases implemented in March 2026, which applied to our subscription offerings across our direct business platforms.
Licensing
Through our licensing business, we deliver content and data assets across two primary models: traditional cash licensing and non-cash barter arrangements. Under our cash licensing arrangements, we license titles from our library to various media companies. We also license and sublicense high volumes of content and data assets to technology organizations developing artificial intelligence technologies, such as large language models (LLMs), small language models (SLMs), and physical AI applications. Under our non-cash barter arrangements, we exchange existing titles from our library for new programming, which allows us to expand our content offerings while preserving liquidity.
Licensing growth during the period was driven by an increase in traditional cash licensing, including the long-term content license agreement with Curiosity Brands, as well as expanded barter activity. Because acquiring content under non-cash barter transactions requires the concurrent recognition of licensing revenue at the estimated fair value of the assets received, increased barter volume directly impacts recognized revenue. The frequency and timing of these arrangements fluctuate based on when content exchanges are executed with our partners.
Operating Expenses
Cost of Revenues
Cost of revenues encompasses distribution fees, content amortization, hosting and streaming delivery costs, payment processing costs, commission costs, and subtitling and broadcast costs. Producing and co-producing content and commissioned content is generally more costly than content acquired through licenses.
Distribution fees include revenue share arrangements with our content, Smart Bundle and digital distributor partners, payment processing fees and fees owed to the Spiegel Venture related to its streaming service. We pay a fixed percentage fee to our AI training content partners. We also pay fixed percentage fees to certain distribution partners for allowing their subscriber base to access our subscription platform.
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The following table details cost of revenues for the three and six months ended June 30, 2026, and 2025:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Total | % | 2026 | 2025 | Total | % | |||||||||||||||||||||||||||||||||||||||
Content amortization | $ | 4,134 | $ | 3,600 | $ | 534 | 15 | % | $ | 7,812 | $ | 7,113 | $ | 699 | 10 | % | |||||||||||||||||||||||||||||||
Distribution1 | 674 | 4,319 | (3,645) | (84 | %) | 2,240 | 7,155 | (4,915) | (69 | %) | |||||||||||||||||||||||||||||||||||||
Other2 | 1,505 | 945 | 560 | 59 | % | 2,918 | 1,676 | 1,242 | 74 | % | |||||||||||||||||||||||||||||||||||||
Total cost of revenues | $ | 6,313 | $ | 8,864 | $ | (2,551) | (29 | %) | $ | 12,970 | $ | 15,944 | $ | (2,974) | (19 | %) | |||||||||||||||||||||||||||||||
1 Includes revenue share, payment processing fees, music licensing fees, and application service commissions. | |||||||||||||||||||||||||||||||||||||||||||||||
2 Includes storage costs, web service costs, production and broadcast, agent commissions, and other expenses. | |||||||||||||||||||||||||||||||||||||||||||||||
Cost of revenues decreased $2.6 million, or 29%, and $3.0 million, or 19%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily driven by a decrease in distribution costs, principally reflecting the timing of AI revenue share expenses. These increases were partially offset by an increase in Other, primarily driven by higher storage and other technology costs reflecting the investment in our data library for AI training. We expect these costs to decline in the second half of 2026.
Advertising and Marketing
Our advertising and marketing expenditures are a primary operating cost for our business, focused specifically on the acquisition and retention of Direct subscribers. While these costs may fluctuate based on our specific outreach objectives, we prioritize the allocation of marketing dollars toward efficient customer acquisition methods for our streaming service.
For the three and six months ended June 30, 2026, advertising and marketing expenses decreased $1.4 million, or 42%, and $0.8 million, or 13%, respectively, compared to the same periods in 2025. The decreases were primarily driven by more efficient marketing spend.
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 June 30, 2026, and 2025:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Total | % | 2026 | 2025 | Total | % | |||||||||||||||||||||||||||||||||||||||
| Payroll and related | $ | 2,448 | $ | 2,457 | $ | (9) | — | % | $ | 5,337 | $ | 5,089 | $ | 248 | 5 | % | |||||||||||||||||||||||||||||||
| Stock-based compensation | 1,860 | 2,214 | (354) | (16 | %) | 4,101 | 3,077 | 1,024 | 33 | % | |||||||||||||||||||||||||||||||||||||
| Professional services | 665 | 855 | (190) | (22 | %) | 1,143 | $ | 1,444 | (301) | (21 | %) | ||||||||||||||||||||||||||||||||||||
Technology and subscriptions | 312 | 291 | 21 | 7 | % | 661 | 608 | 53 | 9 | % | |||||||||||||||||||||||||||||||||||||
Other1 | 567 | 576 | (9) | (2 | %) | 1,143 | 1,172 | (29) | (2 | %) | |||||||||||||||||||||||||||||||||||||
Total general and administrative | $ | 5,852 | $ | 6,393 | $ | (541) | (8 | %) | $ | 12,385 | $ | 11,390 | $ | 995 | 9 | % | |||||||||||||||||||||||||||||||
1 Includes facilities costs, depreciation and amortization, insurance, travel and other expenses. | |||||||||||||||||||||||||||||||||||||||||||||||
For the three months ended June 30, 2026, general and administrative expenses decreased $0.5 million, or 8%, compared to the same period in 2025, primarily driven by a $0.4 million decrease in stock-based compensation expense resulting from the RSUs granted in July 2025 and a $0.2 million decrease in professional services, reflecting our ongoing commitment to disciplined expense management and operational efficiency.
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For the six months ended June 30, 2026, general and administrative expenses increased $1.0 million, or 9%, from the same period in 2025, primarily driven by a $1.0 million increase in stock-based compensation expense resulting from the RSUs granted in July 2025, and a $0.2 million increase in payroll and related expenses primarily due to a higher accrual for annual incentive compensation, partially offset by a $0.3 million decrease in professional services.
Other Income (Expense)
Change in Fair Value of Warrant Liability
As of June 30, 2026, there were no warrants outstanding, and the Company no longer carried a warrant liability on its consolidated balance sheet.
Interest and Other Income
Interest and other income for the three and six months ended June 30, 2026, was $0.1 million and $0.3 million, respectively, compared to $0.4 million and $0.9 million for the same periods in 2025. The decrease in 2026 was primarily due to less interest income earned resulting from an overall decrease in investment balance starting in 2025 and continued through the first half of 2026.
Equity Method Investment Income
For the three and six months ended June 30, 2026, the Company recorded immaterial income compared to losses of $0.2 million and $0.3 million for the same periods in 2025, respectively. The Company no longer recognizes its share of losses from the Spiegel Venture, as the investment balance was fully reduced in 2024 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 June 30, 2026, the Company recorded income tax provision of $0.4 million and $0.5 million, respectively, compared to income tax benefits of $0.1 million each for the same periods in 2025. The change in the income tax provision was primarily driven by changes in our estimated annual effective tax rate, reflecting projected full-year valuation allowance utilization and state income tax liabilities.
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.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
As of June 30, 2026, the Company’s cash, cash equivalents and restricted cash totaled $5.4 million, with an additional $5.4 million held in investments in debt securities.To support ongoing working capital and operational needs, the Company plans to leverage cash generated from operations, as well as potential drawdowns on our credit facility if needed.
For the six months ended June 30, 2026, the Company used $3.0 million of net cash in operating activities. Additionally, the Company generated $1.6 million in net cash from investing activities, mainly related to maturities of investments in debt securities. Net cash used in financing activities was $11.6 million, mainly due to dividends paid and repurchase of treasury stock.
As of June 30, 2026, we principally use cash for advertising and marketing, working capital, and quarterly dividend payments. While we generated positive cash flow from operating activities in 2024 and 2025, we experienced negative cash flows from operations for the three and six months ended June 30, 2026. Although we continue to focus on operational efficiency, operating cash flows may fluctuate in future periods. We believe that our current cash levels and investments, supplemented by anticipated operating cash flows, will be adequate to support our ongoing operations, capital expenditures, dividend payments, and working capital needs for at least the next twelve months from the date of this filing.
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We have used, and expect to continue to use, cash generated from operations and cash on hand to fund our quarterly dividend, subject to Board approval and market conditions. As of June 30, 2026, we continue to utilize trade and barter transactions, a strategy initiated in 2023, to exchange content assets through licensing agreements. These transactions allow us to acquire high-quality, monetizable content while preserving our cash liquidity.
The following table provides details of dividends declared and paid as of June 30, 2026.
| Declaration Date | Record Date | Payment Date | Per Share | Aggregate Amount | ||||||||||||||||||||||
| January 29, 2026 | March 6, 2026 | March 20, 2026 | $0.080 | $4.9 million | ||||||||||||||||||||||
| May 14, 2026 | June 5, 2026 | June 19, 2026 | $0.085 | $5.0 million | ||||||||||||||||||||||
Our Board of Directors has declared the next cash dividend of $0.085 per share to be paid on September 18, 2026, for an expected aggregate amount of $5.0 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 $4.0 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. On March 10, 2026, the Board authorized an additional $2.0 million for the purchase of the Company’s common stock under this existing program, increasing the total authorized amount to $6.0 million. Since the program’s inception through June 30, 2026, we had repurchased $1.1 million of common stock under this program. As of June 30, 2026, $4.9 million remains available for future repurchases under the Board-authorized program.
Cash Flow Analysis
The following table presents our cash flows from operating, investing and financing activities for the six months ended June 30, 2026, and 2025:
| Six Months Ended June 30, | |||||||||||
(unaudited and in thousands) | 2026 | 2025 | |||||||||
| Net cash (used in) provided by operating activities | $ | (2,950) | $ | 4,711 | |||||||
| Net cash provided by investing activities | 1,631 | 8,303 | |||||||||
| Net cash used in financing activities | (11,620) | (13,962) | |||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | $ | (12,939) | $ | (948) | |||||||
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Operating Activities
Cash flows from operating activities primarily consist of net income, changes to our content assets (including additions and amortization), and other working capital items.
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Net income | $ | 7,554 | $ | 1,103 | |||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||||||||||
| Change in fair value of warrant liability | — | 86 | |||||||||
| Additions to content assets | (9,543) | (4,179) | |||||||||
| Change in content liabilities | (301) | 120 | |||||||||
| Amortization of content assets | 8,041 | 7,113 | |||||||||
| Stock-based compensation | 4,101 | 3,077 | |||||||||
Equity method investment loss | (65) | 307 | |||||||||
Other depreciation, amortization and non-cash items | 374 | (187) | |||||||||
| Changes in operating assets and liabilities | (13,111) | (2,729) | |||||||||
| Net cash (used in) provided by operating activities | $ | (2,950) | $ | 4,711 | |||||||
For the six months ended June 30, 2026, our net cash used in operating activities was $3.0 million compared to $4.7 million for the same period in 2025.
For the six months ended June 30, 2026, net income was $7.6 million. Operating cash flows reflected non-cash adjustments, including $8.0 million of amortization of content assets, $4.1 million of stock-based compensation and $0.4 million of other depreciation, amortization and non-cash items, which do not represent cash inflows or outflows and are added back in reconciling net income to operating cash flow. Additions to content assets of $9.5 million, acquired primarily through barter activities, were similarly non-cash and are excluded from operating cash flow. Cash used during the period primarily consisted of a $13.1 million net use of cash from changes in operating assets and 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 six months ended June 30, 2026 and 2025, we recorded a net cash inflow in investing activities of $1.6 million and $8.3 million, respectively. The 2026 inflow was primarily driven by $6.5 million of maturities and $1.0 million of sales of investments in debt securities, partially offset by $3.9 million of purchases of investments in debt securities and a $2.0 million deposit paid in advance of the closing of our acquisition of Spiegel Venture, which closed on July 1, 2026 (see Note 17 — Subsequent Events). The 2025 inflow was primarily driven by $17.5 million of maturities and $2.0 million of sales of investments in debt securities, partially offset by $11.1 million of purchases of investments in debt securities.
Financing Activities
For the six months ended June 30, 2026 and 2025, net cash used in financing activities was $11.6 million and $14.0 million, respectively. The decrease in cash used was primarily driven by a $2.8 million decrease in dividends paid and a $0.6 million decrease in payments related to tax withholding, partially offset by $0.9 million used for repurchases of common stock in 2026, with no comparable activity in 2025.
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Capital Expenditures
Going forward, we expect to continue making expenditures for purchases of property and equipment, which we expect to remain minimal. 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 June 30, 2026, 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 filed with the Securities and Exchange Commission on March 12, 2026. 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, 2026, 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 Unaudited 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.
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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, 2026. Based on these evaluations, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2026.
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 June 30, 2026, 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 12, 2026. 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.
Except as 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 12, 2026.
We are subject to credit risk and counterparty concentration risk related to the license fee receivable from Curiosity Brands, LLC.
In June 2026, we entered into a 30-year content license agreement with Curiosity Brands, LLC, under which we recorded a licensing fee receivable payable in four annual installments of $2.5 million beginning in June 2027. Curiosity Brands, LLC is a newly formed entity with limited operating history and independent financial resources. Our ability to collect the scheduled annual installment payments is dependent on the financial condition, operational performance, and creditworthiness of Curiosity Brands, LLC over the four-year payment period.
If Curiosity Brands, LLC fails to satisfy its payment obligations, experiences liquidity difficulties, or becomes subject to insolvency proceedings, we may suffer credit losses, delays in collection, or impairment of the underlying receivable. Any such failure could adversely affect our business, financial condition, cash flows, and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Stock Repurchase Plans - On June 10, 2024, the Company's Board of Directors authorized and approved a share repurchase program for up to $4.0 million of shares of the Company’s common stock. Under the stock repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws. On March 10, 2026, the Board authorized an additional $2.0 million for the purchase of the Company’s common stock under this existing program, increasing the total authorized amount to $6.0 million. Management has discretion in determining the conditions under which shares may be purchased from time to time. The number, price, structure, and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, and other factors. The repurchase authorization does not oblige us to acquire any particular amount of our common stock. The Board may suspend, modify, or terminate the repurchase program at any time without prior notice.
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The following table provides information about purchases of shares of our common stock during the three months ended June 30, 2026 related to shares purchased as part of a publicly announced plan or program:
| (a) | (b) | (c) | (d) | |||||||||||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share (or Unit) 1 | Total Number of Shares Purchased as Part of Publicly Announced Plans | Maximum Number of Shares that May Yet Be Purchased Under the Plans | ||||||||||||||||||||||
| April 1 through April 30, 2026 | 49,600 | $ | 3.36 | 49,600 | $ | 5,265,107 | ||||||||||||||||||||
| May 1 through May 31, 2026 | 101,724 | $ | 2.97 | 101,724 | $ | 4,963,035 | ||||||||||||||||||||
| June 1 through June 30, 2026 | 31,559 | $ | 2.70 | 31,559 | $ | 4,877,879 | ||||||||||||||||||||
| Total | 182,883 | 182,883 | ||||||||||||||||||||||||
1 Average price paid per share for shares purchased as part of a publicly announced plan or program, as applicable, includes costs associated with the repurchases.
ITEM 5. OTHER INFORMATION
On June 11, 2026 , Majid M. Nikzad , a member of the Company's Board of Directors , adopted a "Rule 10b5-1 trading arrangement" (as defined in Item 408(a) of Regulation S-K) which provided for the sale of an aggregate of up to 90,000 shares of the Company's common stock between September 14, 2026, and February 15, 2028 .
None of the Company’s other directors or officers adopted , modified or terminated
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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 | ||||||||||||||||||||||||||||||||
10.1* | 8-K | 001-39139 | 10.1 | July 16, 2025 | ||||||||||||||||||||||||||||||||||
| 10.2* | Proxy | 001-39139 | Annex A | April 10, 2026 | ||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
32.1** | X | |||||||||||||||||||||||||||||||||||||
101. INS*** | Inline XBRL Instance Document | X | ||||||||||||||||||||||||||||||||||||
| 101. SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||||||||||||||||||
| 101. CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101. LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101. DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||||||||||||||||||||
| * | Management contract or compensatory plan or arrangement | ||||
| + | Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon its request. | ||||
| ** | 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: August 13, 2026 | By: | /s/ Clint Stinchcomb | ||||||
| Name: | Clint Stinchcomb | |||||||
Title: | President and Chief Executive Officer (Principal Executive Officer) | |||||||
Date: August 13, 2026 | By: | /s/ P. Brady Hayden | ||||||
| Name: | P. Brady Hayden | |||||||
Title: | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | |||||||
40
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Clint Stinchcomb, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of CuriosityStream Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 13, 2026 | By: | /s/ Clint Stinchcomb | ||||||
| Name: | Clint Stinchcomb | |||||||
| Title: | President and Chief Executive Officer | |||||||
| (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, P. Brady Hayden, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of CuriosityStream Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 13, 2026 | By: | /s/ P. Brady Hayden | ||||||
| Name: | P. Brady Hayden | |||||||
| Title: | Chief Financial Officer | |||||||
| (Principal Financial and Accounting Officer) | ||||||||
Exhibit 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Clint Stinchcomb, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of CuriosityStream Inc.
Dated: August 13, 2026 | By: | /s/ Clint Stinchcomb | ||||||
| Name: | Clint Stinchcomb | |||||||
| Title: | President and Chief Executive Officer | |||||||
| (Principal Executive Officer) | ||||||||
I, P. Brady Hayden, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of CuriosityStream Inc.
Dated: August 13, 2026 | By: | /s/ P. Brady Hayden | ||||||
| Name: | P. Brady Hayden | |||||||
| Title: | Chief Financial Officer | |||||||
| (Principal Financial and Accounting Officer) | ||||||||