12/12/2025 | Press release | Distributed by Public on 12/12/2025 15:00
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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 | (3)(4) | (3)(4) | (3)(4) | Common Stock | 750,000 | 750,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cudahy Theresa Ellen 8484 GEORGIA AVE., SUITE 700 SILVER SPRING, MD 20910 |
COO and Secretary | |||
| /s/ P. Brady Hayden as attorney-in-fact for Tia Cudahy | 12/12/2025 | |
| **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) | Shares sold pursuant to a 10b5-1 plan which Ms. Cudahy entered into on August 13, 2025. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.97 to $4.99, 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 sold at each separate price within the ranges set forth in this footnote to this Form 4. |
| (3) | On July 25, 2025 ("Grant Date"), the Company granted Ms. Cudahy 750,000 restricted stock units ("RSUs") with tandem dividend equivalent rights under the Company's 2020 Omnibus Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of common stock. |
| (4) | The RSUs granted are performance-based and will vest in four tranches of 187,500 each upon the date the Board determines that the applicable performance condition has been achieved. In the event that the performance conditions are not met, the RSUs granted will vest in four equal installments of 187,500 on each of the first, second, third and fourth anniversaries of the Grant Date, and will be settled upon vesting (or within 30 days thereafter). All vesting events are subject to continued employment on each applicable vesting date. |