STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

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 one 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 five 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.

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	974	27	$	5.00	2,061	$	1.67
Additional shares approved for issuance	3,000	—	—		—	—
Granted	(4,053)	—	—		4,053	4.04
RSUs vested	461	—	—		(1,681)	2.79
Forfeited or expired	23	—	—		(23)	1.87
Balance at September 30, 2025	406	27	$	5.00	4,410	$	3.90

There were no options exercised during the three and nine months ended September 30, 2025, and 2024.

Stock options and RSU awards generally vest on a monthly, quarterly, or annual basis over a period of one 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	$	—	$	—	$	—	$	6
Stock-based compensation — RSUs	6,977		2,720		10,054		4,728
Total stock-based compensation	$	6,977	$	2,720	$	10,054	$	4,734

CuriosityStream Inc. 10-Q