CURI 10-Q
CuriosityStream Inc. (CURI)
10-Q
2025-11-13
For: 2025-09-30
View Original
Added on
April 05, 2026
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 September 30, 2025
| 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 November 7, 2025, 58,298,507 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) | September 30, 2025 | December 31, 2024 | |||||||||
(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 | |||||||||||
| 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 | |||||||||||
| Warrant liability | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 12) | |||||||||||
| 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.
1
CURIOSITYSTREAM INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(unaudited and in thousands except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Advertising and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Change in fair value of warrant liability | ( | ( | |||||||||||||||||||||
| Interest and other income | |||||||||||||||||||||||
| Equity method investment income (loss) | ( | ( | ( | ||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| (Benefit from) provision for income taxes | ( | ( | |||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss 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.
2
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, 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 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | $ | — | ( | ( | |||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Buyback of shares | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
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, 2023 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares repurchases | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | $ | — | $ | — | ( | ( | ||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Buyback of shares | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
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
| Nine Months Ended September 30, | |||||||||||
(unaudited and in thousands) | 2025 | 2024 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash 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 | |||||||||||
| Amortization of premiums and accretion of discounts associated with investments in debt securities, net | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Equity method investment 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 provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | ( | ||||||||||
| 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 | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase 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 disclosure: | |||||||||||
| Cash paid for taxes, net | $ | ( | $ | ||||||||
| Cash paid for operating leases | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CURIOSITYSTREAM INC.
UNAUDITED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BUSINESS
On October 14, 2020, Software Acquisition Group Inc., a special purpose acquisition company and a Delaware corporation (“SAQN”), consummated a reverse merger pursuant to that certain Agreement and Plan of Merger, dated August 10, 2020 (the “Business Combination”). Upon the consummation of the Business Combination, CuriosityStream Operating Inc., a Delaware corporation (“Legacy CuriosityStream”) became a wholly owned subsidiary of SAQN, and the registrant changed its name from “Software Acquisition Group Inc.” to “CuriosityStream Inc.” Following the consummation of the Business Combination, Legacy CuriosityStream changed its name from “CuriosityStream Operating Inc.” to “Curiosity Inc.”
The principal business of CuriosityStream Inc. (the "Company" or "CuriosityStream") is providing customers with access to high quality factual content via a direct subscription video on-demand (SVOD) platform accessible by internet connected devices, or indirectly via distribution partners who deliver CuriosityStream content via the distributor’s platform or system. The Company's online library available for streaming spans the entire category of factual entertainment including science, history, society, nature, lifestyle, and technology. The library is composed of thousands of accessible on-demand and ad-free productions and includes shows and series from leading nonfiction producers.
The Company's streaming content is provided to consumers through two primary distribution channels: (i) direct-to-consumer (“DTC”) and (ii) third-party platforms, referred to as Partner Direct. The DTC channel includes access through the Company’s website and applications developed for electronic device. Collectively, DTC and Partner Direct comprise the Company’s Direct Business.
DTC includes subscriptions to consumers as well as bulk subscriptions through enterprises, and provides monthly or annual subscription terms. Pricing varies based on the subscriber’s location, the selected subscription tier and term. To ensure wide accessibility, the Company has developed applications for major customer devices, including streaming media players such as Roku, Apple TV, and Amazon Fire TV, and smart TVs from brands including LG, Vizio, and Samsung.
In addition to the Direct Business, the Company enters into Bundled Distribution arrangements with media partners to provide streaming content to a broader reach of subscribers. These agreements typically convey a broad scope of rights, including access to a 24/7 linear channel, an on-demand content library, mobile rights, and/or pricing and packaging flexibility, in exchange for an annual fixed fee or per-subscriber fee as part of a multi-year deal.
The Company also enters into content licensing arrangements, which grant distribution and data rights to its programming, including licensing content from its library and selling certain rights to content prior to production.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and are consistent in all material respects with those applied in the Company’s consolidated financial statements as of and for the year ended December 31, 2024.
6
USE OF ESTIMATES
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.
Investments in Debt Securities
The Company classifies its investments in debt securities as held-to-maturity ("HTM") under ASC “Accounting Standards Codification” 320, "Investments—Debt and Equity Securities." HTM investments represent securities for which the Company has the positive intent and ability to hold to maturity, and they are reported at amortized cost.
Investments with original maturities of three months or less from the date of purchase are classified as cash equivalents. Investments with longer maturities are classified as short-term or long-term investments based on the remaining maturity at each balance sheet date and the Company’s intent to hold the security. Interest income earned from HTM investments is recognized in the condensed consolidated 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.
7
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 and municipal debt securities and certificates of deposit. Level 1 inputs were derived by using unadjusted quoted prices for identical assets in active markets and were used to value the Company’s investments in money market funds, U.S. government debt securities, and certificates of deposit. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate and municipal debt securities.
The Company’s liabilities measured at fair value on a recurring basis include its private placement warrants issued to Software Acquisition Holdings LLC, the Company’s former sponsor, in a private placement offering (the “Private Placement Warrants”). The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. Refer to Note 6 - Stockholders' Equity for significant assumptions which the Company used in the fair value model for the Private Placement Warrants.
Certain assets are measured at fair value on a nonrecurring basis and are subject to fair value adjustments only in certain circumstances, e.g., when there is evidence of impairment indicators.
RECENT ACCOUNTING PRONOUNCEMENTS
The Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company, as an emerging growth company (“EGC”), to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The Company expects to no longer be eligible to qualify as an EGC after December 31, 2025, which is the last day of the fiscal year following the fifth anniversary of its first sale of common equity securities in an offering registered under the Securities Act.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We do not anticipate that the adoption of ASU 2023-09 will have a material impact on our Consolidated Financial Statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
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NOTE 3 - EQUITY INVESTMENTS
The Company holds equity investments in Spiegel TV Geschichte und Wissen GmbH & Co. KG (the “Spiegel Venture”) and Watch Nebula LLC (“Nebula”). The Company accounts for these investments under the equity method of accounting.
The Company’s carrying value for its equity method investment in Nebula as of September 30, 2025, and December 31, 2024, was as follows:
(in thousands) | Total | ||||
| Balance at December 31, 2024 | $ | ||||
| Equity method investment loss | ( | ||||
| Balance at September 30, 2025 | $ | ||||
The carrying value of the Company’s equity method investment in the Spiegel Venture was reduced to zero
SPIEGEL VENTURE
In July 2021, the Company acquired a 32 % ownership in the Spiegel Venture for an initial investment of $3.3 million. The Spiegel Venture, which prior to the Company’s equity purchase, was jointly owned and operated by Spiegel TV GmbH (“Spiegel TV”) and Autentic GmbH (“Autentic”), operates two documentary channels, together with an SVOD service as well as a free advertising-supported streaming television (FAST) channel, which provide factual content to audiences in Germany and certain German-speaking regions of other countries. The Company has not received any dividends from the Spiegel Venture as of September 30, 2025.
Per the Share Purchase Agreement (as amended in early 2023, the “SPA”), in the event the Spiegel Venture achieved certain financial targets during its 2022 fiscal period, the Company was required to make an additional payment related to its 32 % equity ownership to both Spiegel TV and Autentic (the “Holdback Payment”). During the three months ended June 30, 2023, the Company determined the Spiegel Venture had achieved such financial targets, resulting in the Company paying a Holdback Payment in the amount of $0.9 million to Spiegel TV and Autentic during July 2023. The Company recorded this transaction as an equity investment in its balance sheet.
The Company has a call option that permits it to require Spiegel TV and Autentic to sell their respective ownership interests in the Spiegel Venture (the “Call Option”) to the Company. The Call Option, exercisable at a value based on a determinable calculation in the SPA, is initially exercisable only during the period that is the later of (i) 30 business days following the adoption of the Spiegel Venture’s audited financial statements for the fiscal year 2025, and (ii) the period between March 1, 2026, and March 31, 2026.
Together with the Call Option, each of Spiegel TV and Autentic has a put option that permits them to require the Company to purchase their interests (the “Put Option”) at a value based on a determinable calculation outlined in the SPA. The Put Option is only exercisable during the period that is the later of (i) 60 business days following the adoption of the Spiegel Venture’s audited financial statements for the fiscal year 2025, and (ii) the period between April 1, 2026, and April 30, 2026. As of September 30, 2025, the Company estimated the aggregate purchase price payable to be in the range of $1.0 million and $2.0 million based on the formula set forth in the SPA and management’s current expectations. The ultimate amount, if any, will depend on the Spiegel Venture’s audited fiscal 2025 results and other period-end adjustments and could differ materially from this estimate.
In the event that neither the Call Option nor the Put Option is exercised, both options will continue to be available to each respective party in perpetuity beginning in the following year, with exercise limited to the applicable date range outlined above.
NEBULA
Nebula is an SVOD technology platform built for and by a group of independent content creators. Prior to the Company’s investment, Nebula was a wholly owned subsidiary of Standard Broadcast LLC (“Standard”). On August 23, 2021, the Company purchased a 12 % ownership interest in Nebula for $6.0 million. Upon its initial investment, the Company obtained 25 % representation on Nebula’s board of directors.
9
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 September 30, 2025. The opportunity or obligation to make additional purchases ended as of September 30, 2023. Because the Company did not purchase at least two consecutive ownership interests in Nebula, effective December 15, 2023, Standard removed the Company’s seat on the Nebula board of directors. The Company has not received dividends from Nebula as of September 30, 2025.
Beginning August 2021, the Company included access to Nebula’s SVOD service as a part of a combined CuriosityStream / Watch Nebula subscription offer and as part of the Company’s Smart Bundle subscription package. As part of this arrangement, the Company shared revenue with Nebula based on certain metrics and paid monthly. On September 26, 2023, Nebula provided the Company with a notice of non-renewal, resulting in the expiration of the revenue share agreement at the end of 2023. Nebula was required to make its service available to subscribers of these offerings through the end of the term of any such subscription that existed as of December 31, 2024.
NOTE 4 - BALANCE SHEET COMPONENTS
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND INVESTMENTS
A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows is as follows:
(in thousands) | September 30, 2025 | December 31, 2024 | |||||||||
| 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 September 30, 2025, and December 31, 2024:
| As of September 30, 2025 | |||||||||||||||||||||||
| (in thousands) | Cash and Cash Equivalents | Short-Term Investments | Investments (Non-Current) | Total | |||||||||||||||||||
| Level 1 securities: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||
| Total Level 1 securities | $ | $ | $ | $ | |||||||||||||||||||
| Level 2 securities: | |||||||||||||||||||||||
| Corporate and municipal debt securities | |||||||||||||||||||||||
| Total Level 2 securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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| As of December 31, 2024 | |||||||||||||||||||||||
| (in thousands) | Cash and Cash Equivalents | Short-Term Investments | Investments (Non-Current) | Total | |||||||||||||||||||
| Level 1 securities: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Certificate of deposit | |||||||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||
| Total Level 1 securities | $ | $ | $ | $ | |||||||||||||||||||
| Level 2 securities: | |||||||||||||||||||||||
| Corporate and municipal debt securities | |||||||||||||||||||||||
| Total Level 2 securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following table provides the amortized cost and estimated fair value of investments with fixed maturities as of September 30, 2025:
| As of September 30, 2025 | |||||||||||||||||||||||
| (in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||||
| Fixed maturities: | |||||||||||||||||||||||
| Corporate and municipal debt securities | ( | ||||||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
The Company recorded no
The following table provides the amortized cost and estimated fair value of investments with fixed maturities as of September 30, 2025:
| As of September 30, 2025 | |||||||||||
| (in thousands) | Amortized Cost | Estimated Fair Value | |||||||||
| Due in one year or less | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Total | $ | $ | |||||||||
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CONTENT ASSETS
Content assets consisted of the following as of September 30, 2025, and December 31, 2024:
(in thousands) | September 30, 2025 | December 31, 2024 | |||||||||
| 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 $8.5 million unamortized cost of licensed content that had been released as of September 30, 2025, the Company expects that $4.9 million, $2.1 million and $0.6 million will be amortized in each of the next three years. Of the $12.9 million unamortized cost of produced content that had been released as of September 30, 2025, the Company expects that $6.2 million, $4.2 million and $1.9 million will be amortized in each of the next three years.
Impairment Assessment
The Company’s primary business model is subscription-based as opposed to a model based on generating revenues at a specific title level. Content assets are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. If such changes are identified, the aggregated content library will be stated at the lower of unamortized cost or fair value. In addition, unamortized costs are written off for content assets that have been, or are expected to be abandoned.
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 consolidated statements of operations. For the three and nine months ended September 30, 2025, and 2024, content amortization was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Licensed content | $ | $ | $ | $ | |||||||||||||||||||
| Produced content | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following as of September 30, 2025, and December 31, 2024:
| (in thousands) | September 30, 2025 | December 31, 2024 | |||||||||
| Accrued payroll and benefits | $ | $ | |||||||||
| Dividends payable | |||||||||||
| Sales and income tax liabilities | |||||||||||
| Accrued royalties | |||||||||||
| Accrued revenue share | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
WARRANT LIABILITY
As described in Note 6 - Stockholders' Equity, the Private Placement Warrants are classified as a non-current liability and reported at fair value at each reporting period. As of September 30, 2025, and December 31, 2024, the fair value of the Private Placement Warrants, as determined using Level 3 inputs, was as follows:
(in thousands) | September 30, 2025 | December 31, 2024 | |||||||||
| Private Placement Warrants | $ | $ | |||||||||
NOTE 5 - REVENUE
The following table sets forth the Company’s disaggregated revenues for the three and nine months ended September 30, 2025, and 2024, as well as the relative percentage of total revenue:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
Direct Business: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Direct-to-Consumer | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
Partner Direct | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Total Direct Business | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
Content Licensing: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Library sales | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Presales | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Total Content Licensing | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Bundled Distribution | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Other | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
13
REMAINING PERFORMANCE OBLIGATIONS
As of September 30, 2025, the Company expects to recognize revenues in the future related to performance obligations that were unsatisfied as follows:
| Remainder of Year Ending December 31, 2025 | Year Ended December 31, | ||||||||||||||||||||||||||||||||||
(in thousands) | 2026 | 2027 | 2028 | 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. Total deferred revenues were $8.7 million and $11.4 million as of September 30, 2025, and December 31, 2024, respectively. The non-current portions of $0.4
For the nine months ended September 30, 2025, the Company recognized revenues of $10.1 million related to amounts deferred as of December 31, 2024.
TRADE AND BARTER TRANSACTIONS
During 2025, the Company continued to enter into trade and barter transactions, primarily for the purpose of exchanging content assets through licensing agreements with media counterparties. Certain transactions may also include the exchange of advertising, whereby the Company and its counterparty exchange media campaigns or other promotional services.
For content acquired through trade and barter transactions, the Company records the acquired assets in the consolidated balance sheet and amortizes those assets over the term of the content license, in accordance with the Company’s content and amortization policies. For other products and services received through trade and barter transactions, the Company records operating expenses upon receipt of such products and services, as applicable.
The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case, the consideration is measured based on the standalone selling price of the services provided. For an exchange of content, the performance obligation is satisfied at the time the content is made available for the counterparty to use, which represents the point in time that control is transferred. For advertising, the performance obligation is satisfied upon the Company’s delivery of the media campaign or other service to the counterparty.
14
For the three and nine months ended September 30, 2025, and 2024, trade and barter revenues were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Trade and barter license fees: Content Licensing | $ | $ | $ | $ | |||||||||||||||||||
For the three and nine months ended September 30, 2025, and 2024, trade and barter cost of revenues were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | |||||||||||||||||||
For the nine months ended September 30, 2025, and 2024, additions to content assets resulting from trade and barter transactions were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Content assets acquired | $ | $ | $ | $ | |||||||||||||||||||
NOTE 6 - STOCKHOLDERS’ EQUITY
COMMON STOCK
As of September 30, 2025, and December 31, 2024, 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 million of the then-outstanding shares of the Company’s common stock. Under the stock repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws.
As of December 31, 2024, the Company had repurchased 216,000 shares of its common stock at an average price of $1.16 per share. The total cost of the repurchase was $0.3 million, which was recorded as treasury stock in the equity section of the Company’s consolidated balance sheets. There were no
WARRANTS
As of September 30, 2025, the Company had 3,054,203 publicly traded warrants outstanding that were sold as part of the units of SAQN in its initial public offering on November 22, 2019, and that were issued to the PIPE Investors in connection with the Business Combination on October 14, 2020 (the “Public Warrants” and, together with the Private Placement Warrants, the "Warrants") and 3,676,000 Private Placement Warrants outstanding. The Private Placement Warrants were liability-classified, and the Public Warrants were equity-classified.
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. All Warrants expired on October 14, 2025.
15
The Company had the right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock matched or exceeded $18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the warrant holders.
The Private Placement Warrants were identical to the Public Warrants except that, so long as they were held by Software Acquisition Holdings LLC or its permitted transferees: (i) they would not be redeemable by the Company; (ii) they might be exercised by the holders on a cashless basis; and (iii) they were subject to registration rights.
There were no
The warrant liability related to the Private Placement Warrants was recorded at fair value as of each reporting date with the change in fair value reported within other income (expense) in the accompanying unaudited consolidated statements of operations as “Change in fair value of warrant liability” until the warrants expired.
The fair value of the warrant liability for the Private Placement Warrants was estimated using a Black-Scholes pricing model using Level 3 inputs. The significant assumptions used in preparing the Black-Scholes option pricing model to determine fair value a s of September 30, 2025, and December 31, 2024, were as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Exercise price | $ | $ | |||||||||
| Stock price (CURI) | $ | $ | |||||||||
| Expected volatility | % | % | |||||||||
| Expected warrant term (years) | |||||||||||
| Risk-free interest rate | % | % | |||||||||
| Dividend yield | % | % | |||||||||
| Fair Value per Private Placement Warrant | $ | $ | |||||||||
NOTE 7 - EARNINGS (LOSS) PER SHARE
Basic and diluted earnings (loss) per share are computed based on the weighted-average number of shares of the Company’s common stock outstanding during the respective periods. Diluted earnings (loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted, using the treasury stock method for stock options, restricted stock units (“RSUs”), and other potentially dilutive instruments. For RSUs, the assumed proceeds under the treasury stock method include the amount of unrecognized compensation cost. Potential common shares are excluded from the diluted per share calculation when their effect is anti-dilutive, including in periods of net loss or when inclusion does not result in a decrease in earnings per share.
For the three and nine months ended September 30, 2025, and 2024, the components of basic and diluted net loss per share were as follows:
(in thousands except per share amounts) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator — basic and diluted EPS: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator — basic and diluted EPS: | |||||||||||||||||||||||
| Weighted–average shares | |||||||||||||||||||||||
| Net loss per share — basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
16
Shares of common stock issuable for warrants, options, and RSUs represent the total amount of outstanding warrants, stock options, and RSUs at September 30, 2025, and 2024. For the three and nine months ended September 30, 2025, and 2024, the following potentially dilutive securities were excluded from the calculation of diluted net income (loss) per share as they were determined to be anti-dilutive. Warrants and stock options were excluded because their exercise prices exceeded the average market price of the Company’s common stock during the respective periods. Granted RSUs were excluded because their inclusion, as calculated under the treasury stock method, did not result in a lower earnings per share amount.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
Total | |||||||||||||||||||||||
NOTE 8 - STOCK-BASED COMPENSATION
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The fair value is recognized in earnings over the period during which an employee is required to provide the service. The Company accounts for forfeitures as they occur.
In October 2020, the Company’s Board of Directors adopted the CuriosityStream 2020 Omnibus Plan (the “2020 Plan”). The 2020 Plan became effective upon consummation of the Business Combination and succeeds the Legacy CuriosityStream Stock Option Plan. Upon adoption of the 2020 Plan, a total of 7,725,000 shares were approved to be issued as stock options, share appreciation rights, restricted stock units (“RSU”) 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.
In July 2025, the Company granted RSU awards to employees, including senior leadership. The awards include tranches that vest upon either (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; 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 weighted average grant date fair value for the RSUs granted in July 2025 was $4.13 per share. During the quarter ended September 30, 2025, the Company recognized $6.7 million of share-based compensation expense related to these awards and, as of September 30, 2025, had unrecognized compensation cost of $9.0 million expected to be recognized over a weighted-average period of approximately to six months .
Certain RSU awards include dividend equivalent rights (“DERs”) on dividends declared during the vesting period. DERs are forfeitable until the underlying RSUs vest and are payable in cash upon vesting. When dividends are declared and paid, 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.
17
The following table summarizes stock option and RSU activity, prices, and values for the nine months ended September 30, 2025:
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 | Number of Shares | Weighted- Average Grant Date Fair Value | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | |||||||||||||||||||||||||||
| Additional shares approved for issuance | — | — | — | — | |||||||||||||||||||||||||
| Granted | ( | ||||||||||||||||||||||||||||
| RSUs vested | ( | ||||||||||||||||||||||||||||
| Forfeited or expired | ( | ||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | |||||||||||||||||||||||||||
There were no
Stock options and RSU awards generally vest on a monthly, quarterly, or annual basis over a period of to four years from the grant date. The Company has issued RSU awards that vest upon the earlier of the achievement of specified market conditions or time-based service periods. Additionally, the Company has issued RSU awards that only vest upon achievement of specified market conditions or performance conditions.
When options are exercised, the Company issues unissued shares of Common Stock to satisfy share option exercises. Upon vesting and distribution of RSUs, the Company issues unissued shares of Common Stock to satisfy RSUs vested, net of shares withheld for taxes if elected by the RSU holder.
The fair value of stock option awards is estimated using the Black-Scholes option pricing model, which includes a number of assumptions including the Company’s estimates of stock price volatility, employee stock option exercise behaviors, future dividend payments, and risk-free interest rates.
The expected term of options granted is the estimated period of time from the beginning of the vesting period to the date of expected exercise or other settlement, based on historical exercises and post-vesting terminations. The Company generally estimates expected term based on the midpoint between the vesting date and the end of the contractual term, also known as the simplified method, given the lack of historical exercise behavior.
The Company uses its own historical volatility as well as the historical volatility of similar public companies for estimating volatility. The risk-free interest rate is estimated using the rate of return on U.S. Treasury securities with maturities that approximate the expected term of the option.
The fair value of RSU awards with vesting dependent upon achievement of a market condition is estimated using a Monte Carlo simulation. Key inputs included expected volatility of 85.5 %, risk-free interest rates of 3.9 % and 4.0 %, expected dividend yields of 6.5 % and 7.1 %, and assumed equity betas of 1.66 and 1.67 for the company’s common stock relative to the peer group index.
For the three and nine months ended September 30, 2025, and 2024, stock-based compensation expense was as follows:
(in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Stock-based compensation — Options | $ | $ | $ | $ | |||||||||||||||||||
| Stock-based compensation — RSUs | |||||||||||||||||||||||
Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
18
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.
The following table presents financial information with respect to the Company’s single operating segment for the three and nine months ended September 30, 2025, and 2024;
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
Less: | |||||||||||||||||||||||
| Content amortization | |||||||||||||||||||||||
| Other cost of revenues | |||||||||||||||||||||||
| Advertising and marketing | |||||||||||||||||||||||
| Payroll and related | |||||||||||||||||||||||
| Other general and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
Operating loss | ( | ( | ( | ( | |||||||||||||||||||
Other segment items1 | $ | $ | $ | $ | ( | ||||||||||||||||||
Loss before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| (Benefit from) provision for income taxes | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
1 Other segment items include changes in the fair value of warrant liabilities, interest and other income, and equity method investment income (loss). See the consolidated financial statements for additional information regarding the Company’s operating segment. | |||||||||||||||||||||||
All long-lived tangible assets are located in the United States. For the three and nine months ended September 30, 2025, and 2024, revenue by geographic location based on customer location was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||||
United States | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
| International | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
Revenue from no single foreign country comprised 10% or greater of total revenue for one or more of the periods presented.
19
NOTE 10 - RELATED-PARTY TRANSACTIONS
EQUITY INVESTMENTS
As of September 30, 2025, and December 31, 2024, the impacts of the arrangements with the Spiegel Venture on the Company’s consolidated balance sheets were as follows:
(in thousands) | September 30, 2025 | December 31, 2024 | |||||||||
| Accounts receivable | $ | $ | |||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other liabilities | $ | $ | |||||||||
For the three and nine months ended September 30, 2025, and 2024, the impacts of arrangements with the Spiegel Venture on the Company’s consolidated statements of operations were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| 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 - 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 September 30, 2025, the Company held operating lease ROU assets of $2.8 million. Current lease liabilities were $0.4 million, and are included within accrued expenses and other liabilities on the consolidated balance sheets. Non-current lease liabilities were $3.6 million. In measuring these operating lease liabilities, the Company used a weighted average discount rate of 4.4 % as of September 30, 2025. The weighted average remaining lease term as of September 30, 2025, was 7.42 years.
20
Components of Lease Cost
For the three and nine months ended September 30, 2025, the Company’s total operating lease cost was comprised of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
Maturity of Lease Liabilities
As of September 30, 2025, maturities of the Company’s operating lease liabilities, which do not include short-term leases and variable lease payments, were as follows:
(In thousands) | |||||
| Three remaining months of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total lease payments | $ | ||||
| Less: imputed interest | ( | ||||
| Present value of total lease liabilities | $ | ||||
COMPANY AS LESSOR
NOTE 12 - COMMITMENTS AND CONTINGENCIES
CONTENT COMMITMENTS
As of September 30, 2025, the Company’s content obligations amounted to $0.4 million, including $0.1 million recorded within content liabilities in the accompanying unaudited consolidated balance sheets, and $0.3 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 2025 and during 2026.
As of December 31, 2024, the Company’s content obligations amounted to $0.4 million, including $0.3 million recorded within current content liabilities in the accompanying unaudited consolidated balance sheets and $0.1 million of obligations not yet recorded as they did not yet meet the asset recognition criteria for content assets.
Content obligations include amounts related to licensed, commissioned and internally produced streaming content. An obligation for the production of content includes non-cancelable commitments under creative talent and employment agreements. An obligation for the licensed and commissioned content is incurred at the time the Company enters into an agreement to obtain future titles. Once a title becomes available, a content liability is generally recorded. Certain agreements include the obligation to license rights for unknown future titles, the ultimate quantity and/or fees for which are not yet determinable as of the reporting date.
21
ADVERTISING COMMITMENTS
NOTE 13 - INCOME TAXES
The Company recorded income tax benefits of $0.2 million and $0.3 million, respectively, for the three and nine months ended September 30, 2025. For each comparative period in 2024, the income tax expense was $0.1
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the internal tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company does not expect the Act to have a material impact on the Company’s annual effective tax rate and interim provision.
NOTE 14 - SUBSEQUENT EVENTS
On October 14, 2025, the Company’s outstanding Public Warrants and Private Placement Warrants expired in accordance with their stated terms. Each Warrant had entitled the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share. At the time of expiration, the Warrants were out of the money, and their estimated fair value was zero . As a result, the expiration of the Warrants did not have any impact on the Company’s consolidated financial statements. Refer to Note 6 - Stockholders' Equity for additional information.
On November 11, 2025, the Board declared a regular quarterly cash dividend of $0.08 per share of common stock, equivalent to $0.32 per share of common stock on an annual basis. The cash dividend will be paid on December 19, 2025, to all holders of record of common stock at the close of business on December 5, 2025. This cash dividend of approximately $4.7 million is expected to be paid from available cash on hand.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. The following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”). Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of CuriosityStream Inc.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains certain statements that are, or may deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the Company’s plans, expectations, thoughts, beliefs, estimates, goals and outlook for the future that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, such as subscription plan price increases, the development of integrated digital brand partnerships with advertisers and our dividend plans, are forward-looking statements. When used in this Quarterly Report, words such as “anticipate,” “attribute,” “believe,” “continue,” “hope,” “estimate,” “expect,” “intend,” “may,” “might,” “potential,” “seek,” “should,” “will” and “would,” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those included in forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 25, 2025 (the “Annual Report”) and any other subsequent periodic reports and future periodic reports. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Quarterly Report, unless required by law.
OVERVIEW
Founded by John Hendricks, former Chairman of Discovery Communications and founder of the Discovery Channel, CuriosityStream is a media and entertainment company that offers premium video and audio programming across the principal categories of factual entertainment, including science, history, society, nature, lifestyle and technology. Our mission is to provide premium factual entertainment that informs, enchants and inspires.
We seek to meet the demand for high-quality factual entertainment via subscription video on-demand (“SVOD”)
platforms, content licensing, bundled content licenses for SVOD and linear offerings, talks and courses and partner bulk sales.
The main sources of our revenue are:
1.Subscription and license fees earned from our Direct-to-Consumer business and Partner Direct subscribers ("Direct Business"),
2.License fees from content licensing arrangements ("Content Licensing"),
3.Bundled license fees from distribution affiliates (“Bundled Distribution”), and
4.Other revenue, including advertising and sponsorships ("Other").
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We operate our business as a single operating segment that provides premium content through multiple channels, including the use of various applications, partnerships and affiliate relationships.
CuriosityStream’s award-winning content library features more than 15,000 programs that explore topics ranging from space engineering to ancient history to the rise of Wall Street, and includes shows and series from leading nonfiction producers. Each week we launch new video titles, which are available on demand in high- or ultra-high definition. Through new and long-standing international partnerships, substantial portions of our video library have been localized from English into eleven different languages. The Company also aggregates rights to hundreds of thousands of video and audio programs, course materials and other assets to utilize on our own services as well as license to other media and technology companies.
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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 nine months ended September 30, 2025, and 2024, and includes our results of operations as a percentage of revenue or as a percentage of costs, as applicable, for the periods indicated:
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
(unaudited and in thousands) | 2025 | 2024 | Total | % | 2025 | 2024 | Total | % | |||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Direct Business | $ | 8,335 | $ | 9,785 | $ | (1,450) | (15 | %) | $ | 25,427 | $ | 29,238 | $ | (3,811) | (13 | %) | |||||||||||||||||||||||||||||||
| Content Licensing | 8,694 | 1,657 | 7,037 | 425 | % | 23,447 | 4,137 | 19,310 | 467 | % | |||||||||||||||||||||||||||||||||||||
| Bundled Distribution | 978 | 973 | 5 | 1 | % | 2,471 | 3,198 | (727) | (23 | %) | |||||||||||||||||||||||||||||||||||||
| Other | 352 | 189 | 163 | 86 | % | 1,116 | 427 | 689 | 161 | % | |||||||||||||||||||||||||||||||||||||
Total revenue | 18,359 | 12,604 | 5,755 | 46 | % | 52,461 | 37,000 | 15,461 | 42 | % | |||||||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenues | 7,588 | 5,840 | 1,748 | 30 | % | 23,532 | 18,592 | 4,940 | 27 | % | |||||||||||||||||||||||||||||||||||||
| Advertising and marketing | 3,442 | 3,590 | (148) | (4 | %) | 9,651 | 9,676 | (25) | — | % | |||||||||||||||||||||||||||||||||||||
| General and administrative | 11,820 | 6,426 | 5,394 | 84 | % | 23,210 | 18,187 | 5,023 | 28 | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 22,850 | 15,856 | 6,994 | 44 | % | 56,393 | 46,455 | 9,938 | 21 | % | |||||||||||||||||||||||||||||||||||||
Operating loss | (4,491) | (3,252) | (1,239) | 38 | % | (3,932) | (9,455) | 5,523 | (58 | %) | |||||||||||||||||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of warrant liability | 174 | (36) | 210 | n/m | 88 | (66) | 154 | n/m | |||||||||||||||||||||||||||||||||||||||
Interest and other income | 290 | 538 | (248) | n/m | 1,140 | 1,702 | (562) | (33 | %) | ||||||||||||||||||||||||||||||||||||||
Equity method investment income (loss) | 76 | (267) | 343 | (128 | %) | (231) | (2,175) | 1,944 | (89 | %) | |||||||||||||||||||||||||||||||||||||
Loss before income taxes | $ | (3,951) | $ | (3,017) | $ | (934) | 31 | % | $ | (2,935) | $ | (9,994) | 7,059 | (71 | %) | ||||||||||||||||||||||||||||||||
(Benefit from) provision for income taxes | (207) | 45 | (252) | n/m | (294) | 134 | (428) | n/m | |||||||||||||||||||||||||||||||||||||||
Net loss | $ | (3,744) | $ | (3,062) | $ | (682) | 22 | % | $ | (2,641) | $ | (10,128) | 7,487 | (74 | %) | ||||||||||||||||||||||||||||||||
* n/m = percentage not meaningful | |||||||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025, and 2024, the Company reported operating losses of $4.5 million and $3.3 million, respectively. The increase of operating loss of $1.2 million, or 38%, was primarily due to a $7.0 million or 44% increase in total operating expenses, partially offset by a $5.8 million, or 46%, increase in total revenues, driven by higher content licensing,
For the three months ended September 30, 2025, and 2024, the Company recorded net loss of $3.7 million and $3.1 million, respectively, representing an increase in net loss of $0.7 million, or 22%.
For the nine months ended September 30, 2025, and 2024, the Company reported operating losses of $3.9 million and $9.5 million, respectively. The improvement of $5.5 million, or 58%, was primarily due to a $15.5 million, or 42%, increase in total revenues, driven by higher content licensing, partially offset by a $9.9 million or 21% increase in total operating expenses.
For the nine months ended September 30, 2025, and 2024, the Company recorded net loss of $2.6 million and $10.1 million, respectively, representing an improvement of $7.5 million, or 74%.
Our future operating results and cash flows are dependent upon a number of opportunities, challenges, and other factors, including our ability to efficiently grow our subscriber base, increase our prices and expand our service offerings to maximize subscriber lifetime value.
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Revenue
Since the Company was founded in 2015, we have generated the majority of our revenues from consumers directly accessing our content in the form of monthly or annual subscription plans.
For the three months ended September 30, 2025, and 2024, revenues totaled $18.4 million and $12.6 million, respectively, an increase of $5.8 million, or 46%. This increase was primarily driven by increases in Content Licensing and Other of $7.0 million and $0.2 million, respectively, while our Direct Business decreased by $1.5 million and Bundled Distribution revenue remained flat.
For the nine months ended September 30, 2025, and 2024, revenues totaled $52.5 million and $37.0 million, respectively, an increase of $15.5 million, or 42%. This increase was primarily driven by increases in Content Licensing and Other of $19.3 million and $0.7 million, respectively, while our Direct Business and Bundled Distribution revenue decreased by $3.8 million and $0.7 million, respectively.
Direct Business
The Company's streaming content is provided to consumers through two primary distribution channels: (i) direct-to-consumer (“DTC”) and (ii) third-party platforms, referred to as Partner Direct. The DTC channel includes access through the Company’s website and applications developed for electronic device. Collectively, DTC and Partner Direct comprise the Company’s Direct Business.
DTC includes subscriptions to consumers as well as bulk subscriptions through enterprises, and provides monthly or annual subscription terms. Pricing varies based on the subscriber’s location, the selected subscription tier and term. To ensure wide accessibility, the Company has developed applications for major customer devices, including streaming media players such as Roku, Apple TV, and Amazon Fire TV, and smart TVs from brands including LG, Vizio, and Samsung.
We began implementing a price increase for legacy subscribers in March 2023, starting with English-speaking countries, and it has now been applied globally across all markets. This adjustment impacted the majority of our Direct Business revenue. Alongside our standard subscription, we continue to offer the Smart Bundle service, which includes access to Tastemade, Kidstream, SommTV, and Curiosity University, with its pricing unchanged. Future adjustments to these subscription plans may be considered to further enhance revenue from our legacy subscribers.
The multichannel video programming distributors (“MVPDs”), virtual MVPDs (“vMVPDs”) and digital distributor partners making up Partner Direct pay us a license fee for subscribers to CuriosityStream via the partners’ respective platforms. We have affiliate relationships with, and our service is available directly from, major MVPDs that include Comcast, Cox, and Dish, and vMVPDs and digital distributors that include Amazon Prime Video Channels, Apple Channel, The Roku Channel, Sling TV and YouTube TV.
The following table details our Direct Business for the three and nine months ended September 30, 2025, and 2024:
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | Total | % | 2025 | 2024 | Total | % | |||||||||||||||||||||||||||||||||||||||
Direct-to-Consumer | $ | 5,708 | $ | 7,802 | $ | (2,094) | (27 | %) | $ | 18,291 | $ | 24,039 | $ | (5,748) | (24 | %) | |||||||||||||||||||||||||||||||
Partner Direct | 2,627 | $ | 1,983 | 644 | 32 | % | 7,136 | 5,199 | 1,937 | 37 | % | ||||||||||||||||||||||||||||||||||||
Total Direct Business | $ | 8,335 | $ | 9,785 | $ | (1,450) | (15 | %) | $ | 25,427 | $ | 29,238 | $ | (3,811) | (13 | %) | |||||||||||||||||||||||||||||||
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For the three months ended September 30, 2025, our DTC revenue decreased by $2.1 million, or 27%, compared to 2024, due to a decrease in DTC subscriber count. Partner Direct revenue increased by $0.6 million, or 32%, compared to 2024, driven by continued subscriber growth.
For the nine months ended September 30, 2025, our DTC revenue decreased by $5.7 million, or 24%, compared to 2024, due to a decrease in DTC subscriber count. Partner Direct revenue increased by $1.9 million, or 37%, compared to 2024, driven by continued subscriber growth as well as the price increase.
Content Licensing
Through our Content Licensing business, we license to certain media companies a collection of existing titles from our content library. These transactions are reported as library sales. In addition, we license and sublicense hundreds of thousands of content and data assets to companies developing large-language learning models for artificial intelligence (AI) products. We also pre-sell selected rights to content we create before we begin production, such as in territories or on platforms that are lower priority for us. This model reduces risk in our content development decisions while generating content licensing revenue.
The following table details our Content Licensing results for the three and nine months ended September 30, 2025, and 2024:
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | Total | % | 2025 | 2024 | Total | % | |||||||||||||||||||||||||||||||||||||||
| Library sales | $ | 8,694 | $ | 1,657 | $ | 7,037 | 425 | % | $ | 23,447 | $ | 3,696 | $ | 19,751 | 534 | % | |||||||||||||||||||||||||||||||
Presales | — | — | — | — | % | — | 441 | (441) | (100 | %) | |||||||||||||||||||||||||||||||||||||
Total Content Licensing | $ | 8,694 | $ | 1,657 | $ | 7,037 | 425 | % | 23,447 | 4,137 | 19,310 | 467 | % | ||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025, compared to 2024, Library sales increased by 425%, while we had no presale activity in either period. For the nine months ended September 30, 2025, compared to 2024, Library sales increased by 534%, while we did not have presale activity during the nine-month period in 2025.
The increase in Library sales for both periods in 2025 was primarily driven by new licensing agreements related to AI model training, involving both our existing library content and content from our partners under revenue-sharing arrangements. Content licensing revenue may fluctuate from period to period based on demand for our content, while barter activity is primarily driven by our content needs, and those of our partners. Within our content licensing business, we remain focused on transactions that yield a positive gross margin, particularly those involving our library assets. Revenue from barter transactions is included within library sales and represented $2.8 million and $6.4 million for the three and nine months ended September 30, 2025, respectively, and $1.4 million and $2.5 million for the three and nine months ended September 30, 2024, respectively. We may also continue to pursue presale arrangements with select partners for strategic purposes.
Bundled Distribution
Our Bundled Distribution business includes affiliate relationships with our bundled MVPD and vMVPD partners, which are broadband and wireless companies in the U.S. and international territories to whom we can offer a broad scope of rights, including 24/7 “linear” channels, our video-on-demand content library, mobile rights and pricing and packaging flexibility, in exchange for an annual fixed fee or fee per subscriber.
Our Bundled Distribution revenue remained flat at $1.0 million for the three months ended September 30, 2025, and 2024. For the nine months ended September 30, 2025, and 2024, our Bundled Distribution revenue was $2.5 million and $3.2 million, respectively, reflecting a 23% decline. The decrease was primarily the result of revised affiliate agreements and the non-renewal of certain partnerships. Bundled Distribution remains a challenging business given the ongoing disruption in the linear pay television business worldwide.
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Other
We provide advertising and sponsorships services through developing integrated digital brand partnerships designed to offer CuriosityStream content in a variety of forms, including short- and long-form program integration; branded social media promotional videos; broadcast advertising spots in our video and audio programs that are made available on our linear programming channels or in front of the paywall; and our increasing focus on digital display ads while delivering our content through advertising-based video-on-demand (AVOD), free advertising-supported streaming television (FAST), YouTube and other similar distribution channels.
For the three months ended September 30, 2025, Other revenue was $0.4 million, an increase of $0.2 million from the same period in 2024. For the nine months ended September 30, 2025, Other revenue was $1.1 million, an increase of $0.7 million from the same period in 2024. In both periods, the increase was due to new FAST and AVOD revenue share arrangements that we entered into during current and prior years.
In the future, we intend to continue developing integrated digital brand partnerships with advertisers. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in the forms described above. We believe the impressions accumulated in these multi-faceted campaigns would result in verifiable metrics for the clients.
Operating Expenses
Our primary operating costs relate to the cost of producing and acquiring our content, the costs of advertising and marketing our service, personnel costs, and distribution fees.
For the three months ended September 30, 2025, and 2024, our operating expenses were $22.9 million and $15.9 million, respectively, an increase of $7.0 million, or 44%.
For the nine months ended September 30, 2025, and 2024, our operating expenses were $56.4 million and $46.5 million, respectively, an increase of $9.9 million, or 21%.
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 JV's 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. The MVPD, vMVPD and digital distributor partners making up our Partner Direct business pay us a license fee, and host and stream our content to their customers via their own platforms, such as set top boxes in the case of most MVPDs. We do not incur billing, streaming or back-end costs associated with content distribution through our MVPD, vMVPD and digital distributor partners.
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The following table details cost of revenues for the three and nine months ended September 30, 2025, and 2024:
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | Total | % | 2025 | 2024 | Total | % | |||||||||||||||||||||||||||||||||||||||
Distribution1 | $ | 3,041 | $ | 592 | $ | 2,449 | 414 | % | $ | 10,196 | $ | 1,954 | $ | 8,242 | 422 | % | |||||||||||||||||||||||||||||||
Content amortization | 3,583 | 4,569 | (986) | (22 | %) | 10,696 | 14,470 | (3,774) | (26 | %) | |||||||||||||||||||||||||||||||||||||
Other2 | 964 | 679 | 285 | 42 | % | 2,640 | 2,168 | 472 | 22 | % | |||||||||||||||||||||||||||||||||||||
Total cost of revenues | $ | 7,588 | $ | 5,840 | $ | 1,748 | 30 | % | $ | 23,532 | $ | 18,592 | $ | 4,940 | 27 | % | |||||||||||||||||||||||||||||||
1 Includes revenue share, payment processing fees, and application service commissions | |||||||||||||||||||||||||||||||||||||||||||||||
2 Includes agent commissions, production and broadcast, and other expenses. | |||||||||||||||||||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2025, cost of revenues increased by 30% and 27%, respectively. These increases were primarily driven by increases in distribution costs, the result of higher revenue we have generated from licensing content that we have acquired the rights to through revenue share arrangements compared to the same period in 2024. These increases were partly offset by 22% and 26% declines in content amortization for the three and nine months ended September 30, 2025, primarily due to fewer new productions and a reduction in content acquisitions.
Advertising and Marketing
Our advertising and marketing expenditures are a primary operating cost for our business. While these costs may fluctuate based on advertising and marketing objectives, we generally focus marketing dollars on efficient customer acquisition methods. For the three months ended September 30, 2025, advertising and marketing expenses decreased by $0.1 million, compared to the same period in 2024. These decreases reflect our ongoing efforts to optimize spending while maintaining our market presence and continuing to invest in strategic initiatives aimed at driving growth. For the nine months ended September 30, 2025, advertising and marketing expenses remained flat.
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 nine months ended September 30, 2025, and 2024:
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | Total | % | 2025 | 2024 | Total | % | |||||||||||||||||||||||||||||||||||||||
| Payroll and related | $ | 2,747 | $ | 2,077 | $ | 670 | 32 | % | $ | 7,836 | $ | 7,233 | 603 | 8 | % | ||||||||||||||||||||||||||||||||
| Professional services | 1,374 | 660 | 714 | 108 | % | 2,818 | $ | 2,500 | 318 | 13 | % | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 6,977 | 2,720 | 4,257 | 157 | % | 10,054 | 4,734 | 5,320 | 112 | % | |||||||||||||||||||||||||||||||||||||
Technology and subscriptions | 283 | 289 | (6) | (2 | %) | 891 | 971 | (80) | (8 | %) | |||||||||||||||||||||||||||||||||||||
Other1 | 439 | 680 | (241) | (35 | %) | 1,611 | 2,749 | (1,138) | (41 | %) | |||||||||||||||||||||||||||||||||||||
Total general and administrative | $ | 11,820 | $ | 6,426 | $ | 5,394 | 84 | % | 23,210 | 18,187 | 5,023 | 28 | % | ||||||||||||||||||||||||||||||||||
1 Includes facilities costs, depreciation and amortization, insurance, travel and other expenses. | |||||||||||||||||||||||||||||||||||||||||||||||
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For the three months ended September 30, 2025, general and administrative expenses increased to $11.8 million from $6.4 million for the same period in 2024. The increase of $5.4 million, or 84% was primarily driven by $4.3 million higher stock-based compensation expense related to performance-based RSUs granted during the period, $0.7 million higher payroll and related from increased accruals for full-year incentive compensation, and $0.7 million higher professional services, including additional legal and consulting fees associated with the secondary offering completed during the period. These increases were partially offset by a $0.2 million decrease in the Other.
For the nine months ended September 30, 2025, general and administrative expenses increased to $23.2 million from $18.2 million for the same period in 2024. The increase of $5.0 million, or 28% was primarily driven by $5.3 million higher stock-based compensation expense from the performance-based RSUs granted during the period, and $0.6 million higher payroll and related from increased accruals for full-year incentive compensation. These increases were partially offset by a $1.1 million decrease in Other, mainly due to lower insurance premiums and bad debt expense.
Other Income (Expense)
Change in Fair Value of Warrant Liability
The fair value of our warrant liability is estimated using the Black-Scholes valuation model that takes into account a number of economic assumptions, including the market price of our common stock and its expected volatility. Changes in these inputs from period to period may significantly affect changes in fair values.
Interest and Other Income
Interest and other income for the three and nine months ended September 30, 2025, was $0.3 million and $1.1 million, respectively, compared to $0.5 million and $1.7 million for the same periods in 2024, respectively. The decrease in 2025 was primarily due to less interest income earned resulting from an overall decrease in investment balance throughout 2025, and other non-recurring items.
Equity Method Investment Income (Loss)
For the three months ended September 30, 2025, the Company recorded income of $0.1 million, compared to a loss of $0.3 million for the same period in 2024. For the nine months ended September 30, 2025, the Company recorded a loss of $0.2 million compared to a loss of $2.2 million for the same period in 2024. 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
The Company recorded income tax benefits of $0.2 million and $0.3 million, respectively, for the three and nine months ended September 30, 2025. For each comparative period in 2024, the income tax expense was $0.1 million. 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 September 30, 2025, the Company’s cash, cash equivalents and restricted cash totaled $14.2 million, with an additional $15.2 million held in investments in debt securities that can be readily converted to cash to support ongoing cash flow needs.
For the nine months ended September 30, 2025, the Company generated $9.1 million of net cash from operating activities. Additionally, the Company generated $16.9 million in net cash from investing activities, mainly related to maturities of investments in debt securities. Net cash used in financing activities was $19.8 million, mainly due to dividends paid and tax withholding.
As of September 30, 2025, Our cash and cash equivalents mainly consist of investments and short-term deposits held at major global financial institutions. We regularly monitor the creditworthiness of the financial institutions and money market fund asset managers with whom we invest our funds, and we maintain a level of liquidity sufficient to allow us to meet our cash needs in both the short term and long term.
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We believe that our current cash levels, including investments that are readily convertible to cash, will be adequate to support our ongoing operations, capital expenditures, dividend payments and working capital for at least the next twelve months. We believe that we have access to additional funds in the short term and the long term, if needed, through the capital markets to obtain further financing.
We use cash principally to promote our service through advertising and marketing, and provide for working capital to operate our business. We have experienced significant net losses since our inception, and we anticipate to continue to generate positive cash flow from operating activities.
We have used, and expect to continue to use cash on hand to fund our quarterly dividend, subject to Board approval and market conditions.
As previously discussed, we began entering into trade and barter transactions in the second quarter of 2023 primarily for the purpose of exchanging content assets through licensing agreements with media counterparties. Our use of these transactions has enabled us to acquire quality content that we can monetize through various distribution channels while preserving our liquidity.
The following table provides details of the 2025 dividends declared and paid as of September 30, 2025.
| Declaration Date | Record Date | Payment Date | Per Share | Aggregate Amount | ||||||||||||||||||||||
| January 30, 2025 | March 14, 2025 | March 28, 2025 | $0.04 | $2.3 million | ||||||||||||||||||||||
| May 5, 2025 | June 6, 2025 | June 20, 2025 | $0.08 | $4.6 million | ||||||||||||||||||||||
May 8, 20251 | June 13, 2025 | June 27, 2025 | $0.10 | $5.8 million | ||||||||||||||||||||||
| August 5, 2025 | September 5, 2025 | September 19, 2025 | $0.08 | $4.6 million | ||||||||||||||||||||||
1 Special dividend. | ||||||||||||||||||||||||||
Our Board of Directors has declared the next cash dividend of $0.08 per share to be paid on December 19, 2025, for an expected aggregate amount of $4.7 million. Subject to future declaration by our Board of Directors, we intend to continue to pay regular quarterly cash dividends.
On June 10, 2024, our Board of Directors authorized and approved a share repurchase program for up to $4 million of the then-outstanding shares of our common stock. Under the stock repurchase program, we may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws. Since the program’s inception through September 30, 2025, we had repurchased $0.3 million of common stock under this program.
We cannot predict when or if we will repurchase any additional shares of common stock as this stock repurchase program will depend on a number of factors, including constraints imposed by applicable federal securities laws, price, general business and market conditions, and alternative investment opportunities. This program does not obligate us to acquire any particular amount of common stock. The program has no expiration date and may be modified, suspended or discontinued at any time at our discretion.
Cash Flow Analysis
The following table presents our cash flows from operating, investing and financing activities for the nine months ended September 30, 2025, and 2024:
| Nine Months Ended September 30, | |||||||||||
(unaudited and in thousands) | 2025 | 2024 | |||||||||
Net cash provided by operating activities | $ | 9,088 | $ | 5,116 | |||||||
Net cash provided by (used in) investing activities | 16,916 | (29,968) | |||||||||
| Net cash used in financing activities | (19,787) | (3,650) | |||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 6,217 | $ | (28,502) | |||||||
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Operating Activities
Cash flows from operating activities primarily consist of net losses, changes to our content assets (including additions and amortization), and other working capital items.
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
Net loss | $ | (2,641) | $ | (10,128) | |||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||||||||||
| Change in fair value of warrant liability | (88) | 66 | |||||||||
| Additions to content assets | (7,276) | (3,412) | |||||||||
| Change in content liabilities | (196) | 92 | |||||||||
| Amortization of content assets | 10,696 | 14,470 | |||||||||
| Stock-based compensation | 10,054 | 4,734 | |||||||||
Equity method investment loss | 231 | 2,175 | |||||||||
Other depreciation, amortization and non-cash items | 121 | 478 | |||||||||
| Changes in operating assets and liabilities | (1,813) | (3,359) | |||||||||
Net cash provided by operating activities | $ | 9,088 | $ | 5,116 | |||||||
For the nine months ended September 30, 2025, our net cash from operating activities was $9.1 million compared to net cash from operating activities of $5.1 million for the same period in 2024.
For the nine months ended September 30, 2025, net loss was $2.6 million. Operating cash flows reflected non-cash adjustments, including $10.7 million of amortization of content assets, $10.1 million of stock-based compensation and $0.2 million of equity method investment loss. Cash used during the quarter primarily consisted of a $1.8 million outflow from changes in operating assets and liabilities and $7.3 million of additions to content assets acquired primarily through barter activities.
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 nine months ended September 30, 2025, we recorded a net cash inflow in investing activities of $16.9 million, mainly due to maturities of investments in debt securities.
Financing Activities
For the nine months ended September 30, 2025, and 2024, net cash used in financing activities was $19.8 million and $3.7 million, respectively, reflecting an increase of $16.1 million primarily due to dividends paid and certain tax withholding payments.
Capital Expenditures
Going forward, we expect to continue making expenditures for purchases of property and equipment, although at a slower rate than in previous periods. The amount, timing and allocation of capital expenditures are largely discretionary and within management’s control. Depending on market conditions, we may choose to defer a portion of our budgeted expenditures until later periods to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate cash flow. Subject to financing alternatives, we may also increase our capital expenditures significantly to take advantage of opportunities we consider to be attractive.
OFF BALANCE SHEET ARRANGEMENTS
As of September 30, 2025, we had no off-balance sheet arrangements.
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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 25, 2025. This comprehensive discussion helps to ensure that stakeholders have a complete understanding of the accounting methodologies and principles that influence the financial statements presented herein. During the quarter ended September 30, 2025 2025, there were no significant changes made to the Company’s critical accounting policies from those disclosed in our Annual Report.
RECENT ACCOUNTING PRONOUNCEMENTS
The information set forth in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies in the Unaudited Notes to Interim Condensed Consolidated Financial Statements is incorporated herein by reference.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES REGARDING MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the specified time periods in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of the CEO and the CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of September 30, 2025. Based on these evaluations, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2025.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is required to evaluate, with the participation of our CEO and our CFO, any changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during each fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash flows.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 25, 2025 and Part II, Item 1A “Risk
Factors” of the Company’s Form 10-Q for the quarter ended June 30, 2025.
ITEM 5. OTHER INFORMATION
None of the Company’s directors or officers otherwise adopted 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* | Employment Agreement, Dated July 10, 2025, by and between CuriosityStream Inc. and Clint Stinchcomb. | 8-K | 001-39139 | 10.1 | July 16, 2025 | |||||||||||||||||||||||||||||||||
| 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
**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: November 13, 2025 | By: | /s/ Clint Stinchcomb | ||||||
| Name: | Clint Stinchcomb | |||||||
Title: | President and Chief Executive Officer (Principal Executive Officer) | |||||||
Date: November 13, 2025 | By: | /s/ P. Brady Hayden | ||||||
| Name: | P. Brady Hayden | |||||||
Title: | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | |||||||
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