On behalf of our Board of Directors, I cordially invite you to participate in the 20212023 Annual Meeting of stockholders (the “Annual Meeting”) of CuriosityStream Inc. (“CuriosityStream” or the “Company”), to be held on June 16, 2021,14, 2023, at 12:11:00 p.m.a.m. Eastern Standard Time.

Due to the continued uncertainty with respect to travel and safety related to the COVID-19 pandemic, weWe will hold our Annual Meeting in a virtual only format, which will be conducted via a live webcast. You will be able to participate in the Annual Meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CURI2021CURI2023 and using the control number which appears on your Notice of Internet Availability of Proxy Materials. Stockholders will have an equal opportunity to participate in the Annual Meeting online regardless of their geographic location.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting and the procedures for participating, submitting questions and voting at the virtual meeting.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone or by mail.

On behalf of the Company’s Board of Directors, we would like to express our appreciation for your continued support of and interest in CuriosityStream.

This proxy statement (the “Proxy Statement”) is provided in connection with the solicitation of proxies by and on behalf of the board of directors of CuriosityStreamthe Company (the “Board”) for use at the 20212023 annual meeting of stockholders to be held virtually on Wednesday, June 16, 2021,14, 2023, at 12:11:00 p.m.a.m. Eastern Standard Time at the following virtual meeting link www.virtualshareholdermeeting.com/CURI2021CURI2023 and any adjournments or postponements thereof (the “Annual Meeting”). The mailing address of our principal executive offices is 8484 Georgia Ave., Suite 700, Silver Spring, MD 20910. This Proxy Statement will be made available on or about April 28, 20212023 to holders of record of our common stock, par value $0.0001 per share (“Common Stock”), as of the close of business on April 20, 20212023 (the “Record Date”).

We are providing access to our proxy materials over the Internet rather than mailing paper copies of those materials to each stockholder. On or about May 3, 2021,April 28, 2023, we mailedwill mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders entitled to vote at the Annual Meeting.

Due to the continued uncertainty with respect to travel and the public health impact of the coronavirus (COVID-19) outbreak and to mitigate risks to the health and safety of our communities, stockholders, employees and other stakeholders,Please note, we will hold our Annual Meeting in a virtual only format, which will be conducted via a live webcast.audio webcast on Wednesday, June 14, 2023, at 11:00 a.m. Eastern Standard Time. There will be no physical meeting location. Stockholders will have an equal opportunity to participate in the Annual Meeting online regardless of their

As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer all questions submitted during the Annual Meeting which are pertinent to the Company and the meeting matters, as time permits. If you wish to submit a question during the Annual Meeting, visit www.virtualshareholdermeeting.com/CURI2021,CURI2023, type your question into the “Ask a Question” field, and click “Submit.” Answers to any such questions that are not addressed during the Annual Meeting will be published following the meeting on the Company’s website at https://investors.curiositystream.com/ under the link “Governance.” Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

Beginning fifteen minutes prior to the start of and during the virtual Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting.

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.

Stockholders may vote their shares at www.proxyvote.com prior to the virtual Annual Meeting or at www.virtualshareholdermeeting.com/CURI2021CURI2023 during the virtual Annual Meeting.

Approval of Proposal No. 2 (Approval of Cancellation of Stock Options and Issuance of Restricted Stock Units) requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote generally in the election of directors. The affirmative vote of the holders of a majority of shares of our Common Stock means that the number of votes “FOR” a proposal must exceed 50% of the outstanding shares of our Common Stock. With respect to Proposal No. 2, you may vote “FOR,” “AGAINST” or “ABSTAIN” from voting. Broker non-votes and abstentions will have the same effect as votes cast “AGAINST” the proposal.

Approval of Proposal No. 3 (Ratification of Appointment of Independent Auditor)Registered Public Accounting Firm) and such other matters as may properly come before the Annual Meeting will require the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter at the Annual Meeting, provided a quorum is present. A majority of the votes cast means that the number of votes cast “FOR” a proposal exceeds the number of votes cast “AGAINST” that proposal. With respect to Proposal 2No. 3 and such other matters as may properly come before the Annual Meeting, you may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on each proposal.voting. If you “ABSTAIN” from voting with respect to a proposal,Proposal No. 3, your vote will have no effect on suchthe proposal. Broker non-votes will have no effect on the vote for the proposal.

Shares of our Common Stock represented at the Annual Meeting by properly executed proxies received prior to or at the Annual Meeting, and not revoked prior to or at the Annual Meeting, will be voted at the Annual Meeting, and at any adjournments, continuations or postponements of the Annual Meeting, in accordance with the instructions on the proxies.

Broker non-votes occur when a nominee holding shares of voting securities for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power on that item and has not received instructions from the beneficial owner. Abstentions, withheld votes, and broker non-votes are included infor the purpose of determining whether a quorum is present but are not deemed a vote cast “FOR” or “AGAINST” a given proposal, and therefore, are not included in the tabulation of the voting results. As such, abstentions,present. Abstentions, withheld votes and broker non-votes do not affect the voting results with respect to Proposal No. 1 (Election of Directors), Proposal No. 23 (Ratification of Appointment of Independent Auditor)Registered Public Accounting Firm) or any other items requiring the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions, withheld votes and broker non-votes have the same effect as a vote “AGAINST” Proposal No. 2 (Approval of Cancellation of Stock Options and Replacement thereof with Restricted Stock Units) or any other items requiring the affirmative vote of a majority of the shares of our Common Stock entitled to vote on matters generally.

We are soliciting proxies for the Annual Meeting from our stockholders. We have hired MacKenzie Partners, Inc. to assist in the proxy solicitation process. We will pay to MacKenzie Partners, Inc. a fee of $7,500, plus disbursements. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding Common Stock for the benefit of others so that such brokerage houses, fiduciaries and custodians may forward the solicitation materials to such beneficial owners. We may reimburse persons representing beneficial owners of Common Stock for their expenses in forwarding solicitation materials to those beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone or personal solicitation by our directors, officers or other regular employees of the Company. No additional compensation will be paid to our directors, officers or other regular employees for these services.

We do not expect that any matter other than the proposals presented in this Proxy Statement will be brought before the Annual Meeting. However, if other matters are properly presented at the Annual Meeting or in the event of any adjournments or postponements of the Annual Meeting, then the proxy holders will vote in their discretion with respect to those matters.

If a quorum is not present at the Annual Meeting, the Annual Meeting may be adjourned by the chairman of the meeting from time to time, until a quorum is present. Any business may be transacted at the adjourned meeting which might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. We do not currently intend to seek an adjournment of the Annual Meeting.

This proxy statement (the “Proxy Statement”)The Proxy Statement is being sent to you in connection with the solicitation of proxies by the Board for use at the 2021 annual meeting to be held at 12:00 p.m. Eastern Standard Time on Wednesday, June 16, 2021, or at any postponement or adjournment thereof (the “Annual Meeting”).Annual Meeting. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Annual Meeting. AThe Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and Annual Report online waswill be sent to the Company’s stockholders on or about May 3, 2021.April 28, 2023.

The Annual Meeting will be held on June 16, 2021,14, 2023, unless postponed or adjourned to a later date. The Company has decided towill hold the Annual Meeting virtually due to the COVID-19 pandemic. The Company is sensitive to the public health and travel concerns of the Company’s stockholders and employees and the protocols that federal, state and local governments may impose. The Company believes that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world. All CuriosityStream stockholders of the Company as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting.

At the time this Proxy Statement was distributed, our management and Board were not aware of any other matters to be presented at the Annual Meeting.

Holders of our common stock, par value $0.0001 per share (“Common Stock”) atStock as of the close of business on April 20, 2021, the record date for the Annual Meeting (the “Record Date”),2023, our Record Date, are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our Common Stock held as of the Record Date. As of the Record Date, there were 52,576,36352,965,288 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Stockholders are not permitted to cumulate votes with respect to the election of directors.

Representatives of Broadridge Financial Solutions, Inc. will count the votes and serve as the independent inspector of election.

Our Board is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We have hired MacKenzie Partners, Inc. to assist in the proxy solicitation process. We will pay to MacKenzie Partners, Inc. a fee of $7,500, plus disbursements. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding our Common Stock for the benefit of others so that such brokerage houses, fiduciaries and

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that will be filed within four business days of the Annual Meeting. If final voting results are not available to us at that time, we will file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.

There are currently eight (8) directors on our Board, classified into three classes, with three directors in Class I, two directors in Class II and three directors in Class III, as set forth in the table below.

The terms of office of the Class IIII directors, Andrew Hendricks, Elizabeth HendricksMatthew Blank, Jon Huberman and Patrick Keeley,Mike Nikzad, will expire at the Annual Meeting. Upon the recommendation of our Nominating and Corporate Governance Committee, the Board has approved the nomination of the Class IIII directors, Andrew Hendricks, Elizabeth HendricksMatthew Blank, Jon Huberman and Patrick Keeley,Mike Nikzad, for election at the Annual Meeting, each to serve for a term of three years expiring at our 20242026 annual meeting of stockholders (or until such time as their respective successors are elected and qualified). Each nominee is currently a director of the Company and has consented to serve as a director, if elected. In the event of death or disqualification of any nominee or the refusal or inability of any nominee to serve as a director, proxies cast for that nominee may be voted with discretionary authority for a substitute or substitutes as shall be designated by the Board.

Nominees for election to the Board shall be elected by a plurality of the votes cast with respect to such director by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote for the election of directors, provided a quorum is present.

Information regarding our director nominees, including their qualifications and principal occupations, as well as the key experience and qualifications that led the Board to conclude each nominee should serve as a director, is provided below.

Mr. Huberman has extensive operational, management and investment experience in the software and technology industries. For these reasons, we believe Mr. Huberman is qualified to serve on our Board.

Mr. Nikzad has extensive operational and management experience in the software and telecommunications industries. For these reasons, we believe Mr. Nikzad is qualified to serve on our Board.

Subject to stockholder ratification, the Audit Committee of the Company’s Board has appointed the firm of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2021.2023. Although ratification is not required by law, our Board believes that stockholders should be given the opportunity to express their view on the subject. While not binding on the Audit Committee, if the stockholders do not ratify this appointment, the appointment will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. A representative of EY is expected to participate in the Annual Meeting, and this representative will be provided with an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions of stockholders, if any. EY has served as our independent registered public accounting firm since 2019, inclusive of serving as Legacy CuriosityStream’s independent registered public accounting firm prior to the Business Combination.its business combination with a special purpose acquisition company.

The affirmative vote of a majority of the votes cast by the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required to ratify the appointment of EY as the Company’s independent registered public accounting firm.

Our business affairs are managed under the direction of our Board. Our Board consists of eight (8) directors. The number of directors is fixed by our Board, subject to the terms of our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (our “Bylaws”). When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience, as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Our Board is classified into three classes, each comprising as nearly as possible one-third of the directors to serve three-year terms. As Class I directors, each of Andrew Hendricks, Elizabeth Hendricks and Patrick Keeley will serve until the Annual Meeting;our 2024 annual meeting; as Class II directors, each of John Hendricks and Clint Stinchcomb will serve until our 2022the 2025 annual meeting;meeting, and as Class III directors, each of Matthew Blank, Jonathan Huberman and Mike Nikzad will serve until ourthis 2023 annual meeting,Annual Meeting, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

Concurrently with the Closingclosing of the Business Combination,business combination in 2020, the Company entered into an Investor Rights Agreement with Legacy CuriosityStream, Software Acquisition Holdings LLC, a Delaware limited liability company and the Company’s former sponsor (the “Sponsor”), HFM and officers and directors of Legacy CuriosityStream. Under the Investor Rights Agreement, CuriosityStream hasthe Company agreed to nominate two individuals designated by the Sponsor for election as members of the Board (each a “Sponsor Director”) if, at such time, the Board does not contain a Sponsor Director and the Sponsor and its affiliates (the “Sponsor Entities”) together continue to beneficially own at least 50% of the shares of Common Stock beneficially owned by the Sponsor Entities as of the effective time of the Merger.business combination. Further, under the Investor Rights Agreement, HFM and the officers and directors of Legacy CuriosityStream must vote in favor of, or otherwise consent to, the election or appointment of a Sponsor Director at any meeting of the stockholders under the terms set forth above. If the Sponsor does not elect to nominate two Sponsor Directors, the Company must permit the Sponsor to select one non-voting observer to participate in any Board meeting (including any committee thereof), for so long as the Sponsor Entities continue to beneficially own at least 50% of the shares of Common Stock beneficially owned by the Sponsor Entities as of the effective time of the Merger.business combination. Once the Sponsor Entities collectively own less than 50% of the shares of Common Stock beneficially owned by the Sponsor Entities as of the effective time of the Merger,business combination, these board designation rights terminate; provided, however that CuriosityStreamthe Company may not take any action to remove or replace any Sponsor Director from the Board until the normally scheduled expiration of such Sponsor Director’s term.

In the case of a vacancy on the Board created by the death, disability, disqualification, removal or resignation of a Sponsor Director, CuriosityStreamthe Company must notify the Sponsor of such vacancy and nominate an individual timely designated by the Sponsor for election to fill the vacancy, provided that such nomination would not constitute a breach of the Board’s fiduciary duties or applicable law.

Pursuant to the listing standards of The Nasdaq Capital Market (“NASDAQ”), we are required to have a board of directors comprised of a majority of independent directors. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of our Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our Board has determined that each of John Hendricks, Elizabeth Hendricks, Patrick Keeley, Matthew Blank, Jonathan Huberman, Mike Nikzad and Andrew Hendricks is independent within the meaning of Rule 5605(a)(2) of the NASDAQ Listing Rules. In making that determination, the Board considered (i) John Hendrick’sHendricks’ interest in the Company, (ii) the family relationships between John Hendricks, Elizabeth Hendricks and Andrew Hendricks, (iii) Elizabeth Hendricks’, Jonathan Huberman’s and Mike Nikzad’s past employment with Legacy CuriosityStream and SAQN,Software Acquisition Group, Inc. (“SAQN”), respectively, (iv) Patrick Keeley’s employment with Stifel, and (v) Andrew Hendricks’ ownership of Experius LLC. In addition, we are subject to the rules of the SEC and the NASDAQ relating to the membership, qualifications, and operations of the audit committee, as discussed below.

Our Board recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chair of the Board roles is driven by our needs at any point in time. As a result, no policy exists requiring combination or separation of these leadership roles and our governing documents do not mandate a particular structure. This has allowed our Board the flexibility to establish the most appropriate structure for us at any given time.

Our Board oversees the risk management activities designed and implemented by our management. Our Board executes its oversight responsibility both directly and through its committees. Our Board also considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure. Our management, including our executive officers, is primarily responsible for managing the risks associated with operation and business of the Company. Our president and chief executive officer and other executive officers will regularly report to the non-executive directors and the audit, compensation and nominating and corporate governance committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. Our Board committees also consider risk as they perform their respective committee responsibilities and report to the Board as appropriate, including when a matter rises to the level of a material or enterprise risk. We believe that the leadership structure of our Board provides appropriate risk oversight of our activities.

Our Board directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and its standing committees. The standing committees of our Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee. Our Board may from time to time establish other committees.

The Board met eighttwelve times during the fiscal year ended December 31, 2020, including one time following the Closing of the Business Combination.2022. The Audit Committee met threefive times during the fiscal year ended December 31, 2020, including one time following the Closing of the Business Combination.2022. The Compensation Committee met twosix times during the

Our Audit Committee consists of Jonathan Huberman, who serves as the committee’s chairperson, Patrick Keeley and Mike Nikzad. Each member of the Audit Committee qualifies as an independent director under the NASDAQ corporate governance standards and the independence requirements of Rule 10A-3 ofunder the Exchange Act. Each member of the audit committee qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of the NASDAQ.

The purpose of the Audit Committee is to prepare the audit committee reports required by the SEC to be included in our proxy statements and to assist our Board in overseeing and monitoring (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, (4) the performance of our internal audit function and (5) the appointment, retention, compensation and performance of our independent registered public accounting firm.

Our Compensation Committee consists of Patrick Keeley, who serves as the committee’s chairperson, Elizabeth Hendricks, Jonathan Huberman and Andrew Hendricks. Each member of the Compensation Committee qualifies as an independent director under the NASDAQ corporate governance standards.

John Hendricks, the chairman of our Board, is the father of Elizabeth Hendricks and Andrew Hendricks, two of our directors. Other than discussed above, there are no family relationships between or among any of our directors or executive officers.

We have adopted an Insider Trading Policy that sets forth restrictions on trading in our securities and prohibits all of our directors, officers and certain employees, as well as any other person having access or potential access to material information, from entering into any purchases, sales, giving away or otherwise trading the Company’s securities while in possession of material nonpublic information about the Company or providing that information to others outside the Company, entering into hedging or monetization transactions or similar arrangements with respect to the Company’s securities; short sales; and puts, calls or other derivative securities on the Company’s securities, unless advance approval is obtained from the Company’s General Counsel. Additionally, a director, officer, or certain employee may not hold Company securities in a margin account or pledge Company securities as collateral for a loan, unless advance approval is obtained from the Company’s General Counsel. This policy also applies to the foregoing persons’ family members and friends. This policy was adopted to promote compliance with federal securities laws and applicable Nasdaq requirements. Our Insider Trading Policy allows for purchases or sales of Company securities made in compliance with a written plan that meets the requirements of Rule 10b5-1 of the Exchange Act, and sets forth the applicable trading window periods where directors and designated employees are able to trade in the Company’s securities.

We have adopted a code of business conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available on our website at https://investors.curiositystream.com/. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We expect to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

Our Compensation Committee’s responsibilities include, among other things, establishing our general compensation philosophy (and, in consultation with senior management, overseeing the development and implementation of our compensation programs), reviewing and approving annually the corporate goals and objectives applicable to the compensation of our Chief Executive Officer, reviewing and approving or makemaking recommendations to the Board regarding the compensation of all other executive officers, and reviewing all director compensation and

In the third quarter of 2020,From time to time, we retainedretain Willis Towers Watson, a leading global advisory firm, as our compensation consultant to review and advise with respect to the compensation structure of the Company and executive compensation matters. We also retainedretain external legal counsel for employment and compensation matters during 2020.matters. Willis Towers Watson has provided the Compensation Committee with market information that the Compensation Committee used when determining whether our executive and director compensation is competitive, commensurate, and consistent with market trends for comparable companies. The Compensation Committee is not required to implement, or act consistently with, the advice or recommendations of its compensation consultant or external counsel.

Our Compensation Committee considered, among other things, the factors enumerated by the SEC and NASDAQ for evaluating whether Willis Towers Watson and our external legal counsel were independent and concluded that both were independent and that no conflict of interest existed.

Our Compensation Committee consists of Patrick Keeley, who serves as the committee’s chairperson, Elizabeth Hendricks, Jonathan Huberman and Andrew Hendricks. Other than as set forth below, no person who served on the Compensation Committee in the Company’s last completed fiscal year was at any time during fiscal year 2020,2022, or at any other time, one of our officers or employees. Elizabeth Hendricks served as President of Curiosity Studios, the in-house production function of Legacy CuriosityStream, from June 2018 to October 2018. Prior to serving as the President of Curiosity Studios, Ms. Hendricks served as Legacy CuriosityStream’s President and Chief Executive Officer from August 2013 to June 2018. Jonathan Huberman served as SAQN’s Chairman, Chief Executive Officer and Chief Financial Officer from its inception until October 2020. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our Board or member of our Compensation Committee.

In addition, since our last fiscal year, members of our Compensation Committee, including any members of their immediate families or persons sharing their households, had direct or indirect material interests in the transactions or currently proposed transactions set forth below, in which we are a participant“Certain Relationships and which exceeded $120,000 in amount.

On November 5, 2020, pursuant to the employment agreement, with Mr. Stinchcomb following the consummation of the Business Combination, thewas granted Company granted Mr. Stinchcomb options and restricted stock units. These equity grants,units, which, when taken together with the stock options previously issued to Mr. Stinchcomb and equity awards otherwise grantedprior to Mr. Stinchcomband in connection with the merger (such as the options and restricted stock units described above),business combination, entitled Mr. Stinchcomb to approximately 5.9% of the Company’s Common Stock, calculated on a fully diluted basis on the closing date of the Business Combination.business combination. If Mr. Stinchcomb’s employmentStinchcomb is terminated without “cause” or he resigns for “good reason,” or dies or becomes disabled, theall unvested equity awards shall accelerate and become vested. On November 2, 2020, the compensation committee approved a grant of 2,038,570 stock options for Mr. Stinchcomb. The stock options have an exercise price of $8.77, which was the closing price on the grant date, and have a ten-year term. The stock options will vest as to 25% of the award on each of the first four anniversaries of the grant date, provided Mr. Stinchcomb remains employed by the Company or its subsidiaries through such vesting date, and provided further that, ifimmediately exercisable.

If Mr. Stinchcomb’s employment is terminated because of death or “disability” (as defined in the employment agreement), he will be entitled to receive a prorated portion of the bonus due for the year of separation and based on actual Company performance. If Mr. Stinchcomb’s employment is terminated by CuriosityStream without “cause”cause or for good reason, (i) CuriosityStream shall pay Mr. Stinchcomb his base salary for the balance of the term (such base salary to be determined without any reduction that would result in a good reason termination), but in no event for less than eighteen (18) months or in excess of thirty-six (36) months, subject to Mr. Stinchcomb complying with restrictive covenants; (ii) Mr. Stinchcomb will also receive COBRA continuation coverage for CuriosityStream health insurance benefits in which Mr. Stinchcomb and his immediate family participate at the same rate made available to similarly situated senior executives for the remainder of the term of the employment agreement; and (iii) Mr. Stinchcomb will be eligible to receive each annual bonus to which he resignswould have been entitled over the remainder of the initial term or renewal term, as applicable, based on actual performance achieved and with a target of 100% of base salary. Severance under Mr. Stinchcomb’s employment agreement is subject to his execution and non-revocation of a release of claims.

Mr. Stinchcomb is bound by certain restrictive covenant provisions, including confidentiality provisions and (i) non-competition provisions that apply during the term of his employment and for “good reason,”eighteen (18) months following his termination (the “Restricted Period”), (ii) non-solicitation of customer, supplier or diesvendor provisions and non-solicit of employees and no-hire provisions that apply during the Restricted Period and (iii) non-interference provisions that apply during the Restricted Period.

Effective as of November 16, 2022, and following his resignation from the Company, Mr. Emery entered into a services agreement (the “Services Agreement”) which provides that Mr. Emery will provide advisory services to the Company, on an as-needed basis, with respect to content and marketing strategy through May 15, 2023. The Services Agreement provides for Mr. Emery to receive fees of approximately $150,000 in the aggregate through the term of the agreement. Mr. Emery will not receive retention payments or becomes disabled,incentive compensation in connection with his ongoing advisory services. Mr. Emery is subject to restrictive covenants under the unvestedServices Agreement, including covenants relating to confidentiality, non-disparagement and non-solicitation. From November 16, 2022 through December 31, 2022, the Company paid $37,500 to Mr. Emery under the Services Agreement.

Prior to the business combination, Legacy CuriosityStream had issued equity awards under the Legacy CuriosityStream Stock Option Plan to provide for the grant of equity-based awards to employees, non-employee directors and consultants. The maximum aggregate number of shares that could be issued under the Legacy CuriosityStream Stock Option Plan was 4,200,000 shares of Legacy CuriosityStream Common Stock, plus any shares that became available upon forfeiture of outstanding awards, subject to adjustment in the event of a stock split, combination of shares, recapitalization, reclassification, merger or reorganization. The Legacy CuriosityStream Stock Option Plan permitted the grant of incentive stock options to employees and/or non-statutory stock options to employees, non-employee directors or consultants/advisors. If the applicable executive officer’s service with Legacy CuriosityStream is terminated other than for cause at any time during the six (6) month period after a “change in control” (as defined therein), the stock options will immediately become vested.fully vested and exercisable. Pursuant to the terms set forth in the option agreements prior to the business combination, if the applicable executive officer’s employment is terminated, the shares subject to option will be subject to Legacy CuriosityStream’s right to repurchase such shares at their fair market value on the date of repurchase. The stock options are subject to forfeiture if the termsapplicable executive officer violates the Legacy CuriosityStream standards of conduct.

The Legacy CuriosityStream Stock Option Plan was terminated in connection with the business combination. Each Legacy CuriosityStream stock option that was outstanding and conditionsunexercised immediately prior to the effective time of the business combination was automatically converted into the right to receive an option to purchase shares of Common Stock of the Company (the “Company Options,” and such automatic conversion the “Merger Conversion”), with the number of shares and the exercise price adjusted in connection with the Merger Conversion as set forth in the business combination Agreement. The Company Options were granted pursuant to the Omnibus Incentive Plan but retained the vesting and aexercise terms and conditions applicable to the Legacy CuriosityStream stock option agreement. The compensation committee also approved grants of 88,263 restricted stock units for Mr. Stinchcomb, as of November 5, 2020. The restricted stock units will vest asoptions immediately prior to 25%the effective time of the award on eachbusiness combination.

Pursuant to the terms of the first four anniversariesmerger agreement in the business combination, if the employment of the grant date, provided Mr. Stinchcomb remains employedTia Cudahy, Jason Eustace or Devin Emery is terminated by the Company other than for “cause” (defined therein) or its subsidiaries throughby the executive with “good reason” (defined therein), in each case during the two-year period following the effective date of the business combination (October 14, 2022), then the Company Options held by such vesting date, and provided further that, if Mr. Stinchcomb’s employment is terminated without “cause” or he resigns for “good reason,” or dies or becomes disabled, the unvested restricted stock units will become vested. Settlement would be on the vesting date or within 30 days thereafter. The restricted stock units are subjectexecutive as of immediately prior to the terms and conditionsclosing of the Omnibus Incentive Planbusiness combination would automatically become fully vested and a restricted stock unit agreement.remain outstanding and exercisable until the earlier of (i) three (3) months after the effective date of the termination of such executive’s employment and (ii) the expiration of the term of such option. Upon their separations from employment with the Company, Mr. Eustace and Mr. Emery’s unvested Company Options were forfeited and were not accelerated.

The description below concerning termsStock-based awards may be granted to employees, non-employee directors and provisionsconsultants of the Company and its subsidiaries under the Omnibus Incentive Plan, is a summarywhich was adopted by our Board and does not purport to be a complete recitation of the Omnibus Incentive Plan provisions. Such statements are qualified in their entirety by express reference to the full text of the Omnibus Incentive Plan.

In fiscal year 2022, stock options and restricted stock units were granted to Ms. Cudahy, Mr. Emery, Mr. Eustace and Mr. Westley. On January 1, 2022, the extent any portionCompany made the following equity grants: Ms. Cudahy was granted 92,375 stock options and 22,756 restricted stock units; and Mr. Eustace was granted 71,847 stock options and 17,706 restricted stock units. Each of the change in controlstock options had an exercise price is payable other than at the timeof $5.93, and each of the changestock options and restricted stock units granted on January 1, 2022 vests in control,full on the Compensation Committee will determine the time and form of payment to the award holders consistent with Section 409Athird anniversary of the Internal Revenue Codegrant date. On March 30, 2022, Mr. Emery was granted 384,615 stock options with an exercise price of 1986,$3.01 and 99,666 restricted stock units. Each stock option and restricted stock unit granted on March 30, 2022 vests over three years in equal increments of 1/3^rd vesting on each of the first, second and third anniversary of the grant date. On April 22, 2022, in connection with his service as amended (the “Code”),a non-voting board observer, and otherprior to his employment, Mr. Westley was granted 50,000 stock options with an exercise price of $2.32. On May 21, 2022, Mr. Westley was granted 221,904 stock options with an exercise price of $1.62 and 288,271 restricted stock units. Mr. Westley’s April 22, 2022 option grant and Mr. Westley’s May 21, 2022 equity grants each vest over four years in equal increments of 1/4^th vesting on each of the first four anniversaries of the applicable laws. Upongrant date and vest fully if Mr. Westley’s employment is involuntarily terminated without cause following a change in control the Compensation Committee may cancel options(each of “cause” and SARs for no consideration if the fair market value of the shares subject to such options or such SARs is less than or equal to their exercise or base price.

The Company maintains various employee benefit plans, including medical, dental, vision, life insurance and 401(k) plans, severance plan, paid vacation, sick leave and holidays and employee assistance program benefits in which the named executive officers participate.

The descriptionUnder the Executive Severance Plan, except as provided in the paragraph below, concerning termsif the Company or its affiliates or subsidiaries terminated an Executive Officer’s employment involuntarily without “cause” (as defined in the Executive Severance Plan), subject to the Executive Officer timely executing and provisionsnot revoking a release of Clint Stinchcomb’s employment agreement is a summary and does not purportclaims, the Executive Officer would receive severance payments under the Executive Severance Plan equal to be a complete recitationthe sum of (i) twelve months of the employment agreement’s provisions. Such statements are qualified in their entirety by express referenceExecutive Officer’s monthly rate of base salary (excluding overtime, any incentive pay, any commissions and any other special forms of compensation) paid to the full text of the employment agreement, a copy of which is attached as Exhibit 10.10 to the Form 8-K filed with the SEC on October 14, 2020.

Under histhe Executive Severance Plan, if the Company, or any of its affiliates or subsidiaries, terminated an Executive Officer’s employment agreement, Mr. Stinchcomb is eligibleinvoluntarily without cause within the two-year period beginning on the date of a change in control (as defined in the Executive Severance Plan) and ending prior to the second anniversary of the date of a change in control, subject to the Executive Officer timely executing and not revoking a release of claims, the Executive Officer would receive a bonus based on a formula and performance criteria approved by, andseverance payment under the achievementExecutive Severance Plan equal to the sum of which is determined by, the Compensation Committee(i) twenty-four months of the Company’s board of directors; provided thatExecutive’s Base Pay and (ii) the target cash bonus is 100% of his base salary, subject to performance conditions described hereafter and his continued employment through December 31 of the applicable performance year. Mr. Stinchcomb’s 100% annual bonus target shall be divided equally between CuriosityStream’sBonus multiplied by two. These severance benefits

In each case, the closing date. If Mr. Stinchcomb is terminated without “cause” or resigns for “good reason,” or dies or becomes disabled, all unvested equity awards shall accelerate and become immediately exercisable. On November 2, 2020, the compensation committee granted Mr. Stinchcomb stock options and restricted stock units under this provision (such grant of restricted stock units was effective on November 5, 2020) as described under “— Compensation of Officers — Stock-Based Awards” and “— Compensation of Directors — Stock-Based Awards.”

The Executive Severance under Mr. Stinchcomb’s employment agreement is subject to his execution and non-revocation of a release of claims.

As of November 8, 2022, the Company terminated the Executive Severance Plan, and the Severance Pay Plan was amended to allow named executive officers who are not a party to an employment agreement which provides for severance or similar benefits to participate in the Severance Pay Plan. As a result, Ms. Cudahy and Mr. Westley are eligible to participate in the Severance Pay Plan. Under the Severance Pay Plan, if Ms. Cudahy’s or Mr. Westley’s employment is terminated by the Company involuntarily without cause (as defined in the Severance Pay Plan), they would be entitled to a severance payment equal to one month of base pay for each year of service (prorated for partial years of service), with a minimum of 3 months of base pay and a maximum of 12 months of base pay. As of April 13, 2023, Ms. Cudahy has 14 years of service with the Company and its subsidiaries and affiliates and Mr. Westley has 10 months of service. The severance payments are conditioned on the employee executing a release of claims and the payments are made in installments. As the Executive Severance Plan previously provided, the Severance Plan also provides that if any payment of compensation to or for the benefit of an employee, either alone or together with other payments and benefits willwhich the employee had received or had a right to receive, would be subject to the excise tax imposed by Section 4999 of the Code, such payments and/or benefits would be reduced so thatin such amounts as were required to reduce the present valueaggregate “present value” of allsuch payments constituting “parachute payments” isto one dollar less than an amount equal to 2.99three times histhe employee’s “base amount,” whichever results in the receipt of Mr. Stinchcombamount” (as “present value” and “base amount” are defined under Section 280G of the greatest amount of payments or benefits on an after-tax basis.Code).

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during fiscal year 2020.2022.

Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during fiscal year 2020.2022.

The compensation structure for employees on the Company’s Board are discussed above. Our non-employee directors are compensated with a combination of cash and equity in the Company, with additional compensation for service on Board committees. OurOther than John Hendricks, who waives any Board compensation plan was determinedfor which he is eligible, Board members each receive an annual retainer of $50,000 in accordance with industry practicecash. For each standing committee of the Board, committee chairs receive $24,000 annually, and standards.committee members who are not the chair receive $13,500 annually. Board members also receive restricted stock units equal in value to the cash compensation each receives under the foregoing calculation. The following table sets forth the total compensation of Legacy CuriosityStream’sthe Company’s non-employee directors for the fiscal year ended December 31, 2020:2022:

The Company uses stock-based awards to promote our interests by providing directors with the opportunity to acquire equity interests as an incentive for their remaining in our service and aligning the directors’ interests with those of the company’s equity holders. Stock-based awards are awarded under the Omnibus Incentive Plan, which has been adopted by the Company’s board of directors and was approved by the Company’s stockholders on October 12, 2020.Plan. The maximum number of shares subject to awards granted during a single compensation year (that is from one annual meeting of stockholders to the next annual meeting) to any non-employee director, taken together with any cash fees paid during the compensation year to the non-employee director, in respect of the director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), will not exceed $500,000 in total value.

The following is a description of each transaction since our last two fiscal yearyears and each currently proposed transaction in which:

Clint Stinchcomb, our President and Chief Executive Officer and a member of our Board, serves as the managing director of Worldwide Media Group, LLC (“WMG”). WMG is party to a joint venture agreement (the “Joint Venture Agreement”) with Jupiter Entertainment LLC for the development of an original content series for CuriosityStreamthe Company entitled “4^th and Forever.” Pursuant to the terms ofWe have no further obligations under the Joint Venture Agreement, subject to certain exceptions, WMG is entitled to receive approximately 8.0% of the gross revenue generated by this project, any derivative programs, series or spinoffs.

Concurrently with the closing of the business combination in 2020, the Company entered into the Investor Rights Agreement; Agreement with Legacy CuriosityStream, the Sponsor, HFM and officers and directors of Legacy CuriosityStream.

ForWe sublet a descriptionportion of our office space to Hendricks Investment Holdings LLC, which is an affiliate of Board members John Hendricks, Elizabeth Hendricks and Andrew Hendricks.

The related party transactions involvingsublease rental income totaled $52,000 and $56,228 for the years ended December 31, 2021 and 2022, respectively. Deferred rent receivable related to straight-line rent accrual was $89,000 and $88,185 at December 31, 2021 and 2022, respectively.

Stifel served as Legacy CuriosityStream’s exclusive financial advisor in connection with the business combination. In addition, we may engage Stifel to provide certain financial advisory and capital markets services in the future. Stifel served as Legacy CuriosityStream’s exclusive financial advisor and placement agent in its offering and sale of Series A Preferred Stock in November 2018. In addition, Stifel Bank & Trust has a lending relationship with an affiliate of John Hendricks, our Investor Rights Agreement; Registration Rights Agreement; Operating Lease;Chairman and the founder of Legacy CuriosityStream. Further, Patrick Keeley, a Stifel employee, is a member of our Board. In addition, Mr. Keeley and certain other Stifel employees are stockholders in the Company, and Stifel Nicolaus & Company, Incorporated, see “Corporate Governance and Board Matters—Compensation Committee Interlocks and Insider Participation.”is a corporate customer of the Company.

We have adopted a formal written policy for the review and approval of transactions with related persons. Such policy requires, among other things, that:

The Audit Committee has reviewed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 20202022 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2022.

The foregoing report is not “soliciting material,” shall not be deemed “filed” and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, each as amended, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

The following tables set forth information known to the Company regarding the beneficial ownership of our Common Stock, that is owned by:

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days.

The beneficial ownership percentages set forth in the table below are based on 52,576,36352,965,288 shares of Common Stock issued and outstanding as of the Record Date and do not take into account the issuance of any shares of Common Stock upon the exercise of warrants to purchase up to 6,730,203 shares of Common Stock that remain outstanding. Shares of Common Stock subject to options, restricted stock units or warrants which are presently exercisable or exercisable within 60 days are considered outstanding for computing the ownership percentage of the person holding such options, restricted stock units or warrants but are not considered outstanding for computing the ownership percentage of any other person. Fractional shares have been rounded to the nearest whole share for purposes of the table below.

Unless otherwise noted in the footnotes to the following tables, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock and warrants. Further, unless otherwise noted in the footnotes to the following table, the address for each listed 5% stockholder and executive officer and director is: c/o CuriosityStream Inc., 8484 Georgia Ave., Suite 700, Silver Spring, Maryland 20910.