05/28/2026 | Press release | Distributed by Public on 05/28/2026 14:01
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2)(3) | (2)(3) | (2)(3) | Common Stock | 1,200,000 | 1,200,000(2)(3) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Stinchcomb Clinton Larry 8484 GEORGIA AVE., SUITE 700 SILVER SPRING, MD 20910 |
X | President and CEO | ||
| /s/ P. Brady Hayden as attorney-in-fact for Clint Stinchcomb | 05/28/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.59 to $2.70, inclusive. The reporting person undertakes to provide to CuriosityStream Inc., any security holder of CuriosityStream Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
| (2) | On July 15, 2025, the Company granted Mr. Stinchcomb 2,400,000 restricted stock units (RSUs) with tandem dividend equivalent rights under the 2020 Omnibus Incentive Plan. Each RSU represents the right to receive one share of common stock and will be settled upon vesting (or within 30 days thereafter). All vesting events are subject to continued employment on each applicable vesting date. The RSUs granted are performance-based, subject to the Company achieving certain stock price or financial performance goals. |
| (3) | On August 4, 2025, the Board determined that the Company met the first performance condition of the award by achieving 35% year-over-year revenue growth for the period January 1 through June 30, 2025, compared to the same period in 2024, and thereby triggering the vesting of the first tranche of the Award, or 600,000 RSUs. On March 10, 2026, the Board determined that the Company met the second performance condition of the award by achieving 40% revenue growth and 35% adjusted free cash flow growth for the full year 2025 compared to 2024, and thereby triggering the vesting of the second tranche of the Award, or 600,000 RSUs. Mr. Stinchcomb now has 1,200,000 remaining unvested RSUs under the award as reported in Table II. |