[8-K] CuriosityStream Inc. Reports Material Event

Rhea-AI Filing Summary

On July 1, 2025, Farmer Brothers Co. (FARM) Chief Financial Officer Vance R. Fisher filed a Form 4 reporting a single insider transaction. The filing shows a Code F disposition of 8,105 shares of common stock at a price of $1.39 per share, implying gross proceeds of roughly $11,260. Code F indicates the shares were withheld or surrendered to cover either the exercise price of equity awards or associated tax liabilities, rather than an open-market sale. Following the transaction, the CFO continues to hold 91,895 shares directly.

No derivative securities were reported, and there were no additional acquisitions or dispositions. The transaction reduces Fisher’s direct ownership by about 8 %, a modest change that appears routine for equity-based compensation events. There is no indication of broader strategic intent or unusual trading activity.

Insights

Financial Analyst

TL;DR – Routine tax-related share withholding; neutral impact.

The Code F designation signals a non-discretionary share disposition to satisfy tax or exercise costs linked to equity compensation. The volume (8,105 shares) and value (≈ $11k) are immaterial relative to both the officer’s remaining stake (≈ 92k shares) and FARM’s public float. Consequently, the filing does not alter the company’s fundamental outlook, liquidity, or governance profile. Insider selling tied to tax withholding is generally viewed as neutral by the market.

Corporate Governance Expert

TL;DR – Standard Section 16 compliance, no red flags.

Fisher’s prompt Form 4 submission (within two business days) reflects adherence to insider-trading disclosure rules. The absence of 10b5-1 plan notation suggests the withholding was automatic rather than discretionary. Such routine transactions typically carry negligible signaling value regarding management’s confidence or future performance.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________

FORM 8-K

_________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

_________________________________________

CURIOSITYSTREAM INC.

(Exact Name of Issuer as Specified in Charter)

_________________________________________

Delaware

001-39139

84-1797523

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8484 Georgia Ave., Suite 700

Silver Spring, Maryland

(Address of principal executive offices)

20910

(Zip code)

(301) 755-2050

(Registrant’s telephone number, including area code)

_________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.0001

CURI

NASDAQ

Warrants, each exercisable for one share of Common stock at an exercise price of $11.50 per share

CURIW

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 5.07     Submission of Matters to a Vote of Security Holders

On June 30, 2025, CuriosityStream Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”) in a virtual format. Of the 57,708,220 shares of the Company’s common stock (the “Common Stock”) that were issued and outstanding as of May 23, 2025, the record date, and entitled to vote at the Annual Meeting, a total of 43,619,040 shares (75.58%) were present in person or represented by proxy, constituting a quorum for the transaction of business.

At the Annual Meeting, the stockholders:

i.elected two Class II directors to the Company’s board of directors to serve a three-year term expiring at the 2028 annual meeting of stockholders or until their respective successors are duly elected and qualified (the “Director Election Proposal”);

ii.approved an amendment to the Company’s Omnibus Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the plan from 7,725,000 shares to 10,725,000 shares (the “Plan Increase Proposal”);

iii.ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”); and

iv.approved the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in the event that there were insufficient votes to constitute a quorum necessary to conduct business or to approve Proposal 2 (the “Adjournment Proposal”).

Under the Company’s Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the vote necessary to approve the Director Election Proposal was the affirmative vote of a plurality of the votes cast by the stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon. The vote necessary to approve the Plan Increase Proposal was the affirmative vote of a majority of the shares entitled to vote at a duly constituted meeting of the shareholders of the Company. The vote necessary to approve the Auditor Ratification Proposal and the Adjournment Proposal was the affirmative vote of a majority of the votes cast by the stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon.

The proposals are described in detail in the Company’s definitive proxy statement filed on April 24, 2025, with the Securities and Exchange Commission.

The voting results, as certified in the Final Report of the Inspector of Election, are as follows:

Proposal 1 - Election of Directors

DIRECTOR NOMINEES						VOTES FOR						WITHHELD						BROKER NON-VOTES
John Hendricks						31,665,100						3,561,969						8,391,971
Clint Stinchcomb						32,659,877						2,567,192						8,391,971

Proposal 2 - Approval of Amendment to Omnibus Incentive Plan

VOTES FOR						VOTES AGAINST						ABSTAIN						BROKER NON-VOTES
32,105,714						3,087,666						33,689						8,391,971

Proposal 3 - Ratification of Appointment of Independent Auditor

VOTES FOR						VOTES AGAINST						ABSTAIN
43,547,742						52,825						18,473

Proposal 4 - Adjournment of Annual Meeting

VOTES FOR						VOTES AGAINST						ABSTAIN						BROKER NON-VOTES
32,090,139						3,110,056						26,874						8,391,971

All proposals were approved by the Company’s stockholders.

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 3, 2025

/s/ Tia Cudahy

Tia Cudahy

Chief Operating Officer

FAQ

How many Farmer Brothers (FARM) shares did the CFO dispose of?

8,105 shares were surrendered or withheld on July 1, 2025.

What was the transaction code on the FARM Form 4?

The filing lists Code F, indicating shares used to cover exercise price or tax obligations.

What is the CFO’s remaining FARM share ownership after the transaction?

Vance R. Fisher now holds 91,895 common shares directly.

Was this an open-market sale by the FARM CFO?

No. Code F denotes a withholding transaction, not an open-market sale.

Does the Form 4 report any derivative security activity?

No derivative securities were acquired or disposed of in this filing.