CuriosityStream Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$CURI
Movies/Entertainment
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 2025
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Item 5.02 Compensatory Arrangements of Certain Officers
On July 10, 2025, the Board of Directors (the "Board") of CuriosityStream Inc. (the “Company”) extended for a new four-year term the employment agreement (the "Agreement") of President and Chief Executive Officer Clint Stinchcomb. The Agreement has an effective date of July 1, 2025, and extends through June 30, 2029, with automatic one-year renewals thereafter unless terminated by either party on six months’ notice.
Under the Agreement, Mr. Stinchcomb will receive an annual base salary of $717,000 and will be eligible for performance-based annual cash bonuses with target payouts of $1.6 million for 2025, $1.95 million for 2026, $2.35 million for 2027, and $2.8 million for 2028, subject to achievement of performance goals established by the Board.
Additionally, the Board approved an award to Mr. Stinchcomb of 2,400,000 performance-based restricted stock units (“RSUs”) with tandem dividend equivalent rights pursuant to the Company’s 2020 Omnibus Incentive Plan. These RSUs will vest in tranches based on achievement of specified stock price thresholds and financial performance metrics during the term of the Agreement, including revenue and adjusted free cash flow growth targets in 2025. The dividend equivalents entitle Mr. Stinchcomb to payout of dividends accrued on unvested RSUs to the extent such RSUs vest and are distributed under the Agreement.
Subject to stockholder approval of an increase in the share reserve under the Plan, Mr. Stinchcomb will also be eligible to receive an additional 1,600,000 performance-based RSUs with tandem dividend equivalent rights, with vesting subject to specified stock price thresholds.
The foregoing description of the Agreement is qualified in its entirety by reference to the terms of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the press release announcing the Agreement is attached as Exhibit 99.1 and incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Information
Certain statements in this Current Report on Form 8-K may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, CuriosityStream’s expectations or predictions of future financial or business performance or conditions, plans to pay regular dividends, consumers’ valuation of factual content, and the Company’s continued success. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “predicts” or “intends” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed under “Risk Factors” in CuriosityStream’s Annual Report on Form 10-K for the year ended December 31, 2024, that the Company filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2025, and in CuriosityStream’s other SEC filings. These risk factors are important to consider in determining future results and should be reviewed in their entirety. Forward-looking statements are based on the current belief of the management of CuriosityStream, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and CuriosityStream is not under any obligation, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports that CuriosityStream has filed or will file from time to time with the SEC.
In addition to factors previously disclosed in CuriosityStream’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) risks related to CuriosityStream’s ability to maintain and develop new and existing revenue-generating relationships and partnerships or to significantly increase CuriosityStream’s subscriber base and retain customers; (ii) the effects of pending and future legislation; (iii) risks of the internet, online commerce and media industry; (iv) the highly competitive nature of the internet, online commerce and media industry and CuriosityStream’s ability to compete therein; (v) litigation, complaints, and/or adverse publicity; and (vi) privacy and data protection laws, privacy or data breaches, or the loss of data.
Item 9.01 Financial Statement and Exhibits.
(d)Exhibits
Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CURIOSITYSTREAM INC. | |||||
Date: July 16, 2025 | |||||
| /s/ P. Brady Hayden | |||||
| P. Brady Hayden | |||||
| Chief Financial Officer & Treasurer | |||||
| (Principal Financial and Accounting Officer) | |||||