John Hendricks' HFM Disposes 8.05M CURI Shares; Overallotment Exercised

Rhea-AI Filing Summary

John S. Hendricks, through Hendricks Factual Media LLC, sold 8,050,000 shares of CuriosityStream Inc. common stock on 08/14/2025 at $3.50 per share in an underwritten secondary offering that included a 1,050,000-share overallotment. After the sale, Hendricks Factual Media LLC beneficially owned 12,206,188 shares and John Hendricks directly owned 395,357 shares; Hendricks is identified as a director and a greater-than-10% owner. The sale was executed by HFM and reported via Form 4 on 08/18/2025; Hendricks disclaims beneficial ownership except for pecuniary interest.

Positive

• Transaction executed via an underwritten offering, which is a structured, public process that can provide orderly liquidity.
• Includes exercise of overallotment option, indicating full completion of the underwriting arrangement rather than multiple separate sales.

Negative

• Large disposition of 8,050,000 shares by a >10% owner materially reduces insider stake and increases public float.
• Potential signaling risk because significant insider selling can be interpreted negatively by investors even if executed through an offering.

Insights

Financial Analyst

TL;DR: A large secondary sale by a >10% owner reduces insider stake and increases public float, potentially weighing on share supply and signaling liquidity needs.

The disposition of 8.05 million shares at $3.50 materially reduces the insider-held block and increases shares available to the market. Because the sale was an underwritten offering including the exercise of the overallotment, it was a planned market transaction rather than a single-block private sale, which may mitigate immediate price disruption but still represents meaningful dilution of insider ownership. Investors should note the relative size: HFM remained the beneficial owner of over 12.2 million shares after the offering, indicating continued significant influence.

Corporate Governance Expert

TL;DR: Director and 10% owner executed a formal underwritten secondary, a structured liquidity event that raises governance questions about insider intent.

The transaction was conducted by Hendricks Factual Media LLC and reported on Form 4, showing adherence to disclosure rules. The filing clarifies that Hendricks is a manager of HFM and disclaims beneficial ownership except for pecuniary interest, a standard legal posture. The sale's size relative to pre-transaction holdings is significant for corporate control considerations and may prompt stakeholder questions about future insider selling or strategic plans tied to this liquidity event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HENDRICKS JOHN S

(Last) (First) (Middle)

8484 GEORGIA AVE., SUITE 700

(Street)

SILVER SPRING MD 20910

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CuriosityStream Inc. [ CURI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/14/2025		S(1)		8,050,000(1)	D	$3.5(1)	12,206,188	I	By Hendricks Factual Media LLC(2)
Common Stock								395,357	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On August 14, 2025, Hendricks Factual Media LLC ("HFM") sold 8,050,000 shares of common stock at a price of $3.50, before underwriting discounts and commissions, in an underwritten secondary public offering (the "Offering"), which includes 1,050,000 shares of common stock sold in connection with the exercise in full of the overallotment option granted by HFM to the underwriters pursuant to the underwriting agreement for the Offering.

2. The reported securities are owned directly by HFM, and indirectly by John Hendricks, as a manager of HFM. John Hendricks disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ P. Brady Hayden as attorney-in-fact for John Hendricks	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What did John Hendricks sell in the Form 4 for CURI?

Hendrick's HFM sold 8,050,000 shares of CuriosityStream common stock in an underwritten secondary offering on 08/14/2025 at $3.50 per share.

How many CuriosityStream shares does Hendricks or his entity own after the sale?

Hendricks Factual Media LLC beneficially owned 12,206,188 shares after the reported transaction and John Hendricks directly owned 395,357 shares.

Was the sale part of an underwriter-led offering or a private transaction?

The sale was part of an underwritten secondary public offering that included the exercise in full of a 1,050,000-share overallotment option.

When was the transaction and when was it reported?

The transaction date was 08/14/2025 and the Form 4 was signed and dated 08/18/2025.

Does John Hendricks claim direct beneficial ownership of the sold shares?

Hendricks disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest; the shares are owned directly by Hendricks Factual Media LLC and indirectly by Hendricks as a manager.