DEF 14A of CuriosityStream Inc., Apr 10, 2026

DEF 14A of CuriosityStream Inc.

Filed Apr 10, 2026 · FY20250001628280-26-024605

Open on EDGAR

  1. PROPOSAL NO. 1 - ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1 - ELECTION OF CLASS III DIRECTORS 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.

  2. PROPOSAL NO. 1 - ELECTION OF CLASS III DIRECTORS

    | Class I Term Expiring in 2027 | Class II Term Expiring in 2028 | Class III Term Expiring in 2026 | | Andrew Hendricks | John Hendricks | Matthew Blank | | Patrick Keeley | Clint Stinchcomb | Jonathan Huberman | | Elizabeth Saravia | | Mike Nikzad |

  3. PROPOSAL NO. 1 - ELECTION OF CLASS III DIRECTORS

    The terms of office of the Class III directors, Matthew Blank, Jonathan Huberman and 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 III directors, Matthew Blank, Jonathan Huberman and Mike Nikzad, for election at the Annual Meeting, each to serve for a term of three years expiring at our 2029 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.

  4. Nominees For Election at the Annual Meeting

    Nominees For Election at the Annual Meeting 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. Matthew Blank serves as a member of our Board and has held such position since August 2020. He previously served as a Senior Advisor at Raine Group through December 31, 2025. Mr. Blank served as Interim CEO of AMC Networks from September 2021 through September 2022. He also recently served, from January 1, 2018 to December 31, 2018, as an advisor to Showtime Networks Inc. (“Showtime”), a subsidiary of CBS Corporation (NYSE: CBS). Prior to that, in 2016 and 2017, he served as Chairman of Showtime, and from 1995 through 2015, he served as Chief Executive Officer of Showtime. From 1993 to 1995 he was President and Chief Operating Officer of Showtime and from 1988 to 1992 he served as Executive Vice President of Marketing, Creative Services, and Public Affairs. Prior to his service at Showtime, Mr. Blank served for over 12 years in various roles at Home Box Office, Inc., a premium television network, leaving HBO as its Senior Vice President of Consumer Marketing. Mr. Blank served on the board of directors of Geeknet, Inc. from 2010 to 2015. Mr. Blank served on the board of the National Cable Television Association from 1994 to 2017 and as a member of the board of directors of Madison Square Garden Entertainment Corp. (NYSE: MSGE) from November 2019 to September 2021. He also served as a member of the board of directors of the Cable Center until December 2022 and until January 2025 served as a member of the board of directors of Cumulus Media Inc. (NASDAQ: CMLS). Since October 2022, Mr. Blank has served as a member of the board of directors of AMC Networks and serves as a director of The Harlem Children’s Zone, The Manhattan Theater Club, and The Creative Coalition. Mr. Blank has extensive corporate management experience in the media industry, as evidenced by his senior management positions at Showtime and HBO, which enables him to offer management and operational insight into a number of functional areas critical to the Company and allows him to bring a unique perspective to his service on our Board. For these reasons, we believe Mr. Blank is qualified to serve on our Board. Jonathan Huberman serves as a member of our Board and has held such position since October 2020. He is one of two Sponsor Directors (defined below) serving the Board pursuant to the Investor Rights Agreement (defined below). Mr. Huberman served as SAQN’s Chairman, Chief Executive Officer and Chief Financial Officer from its inception until October 2020. He has over 25 years of high-tech business leadership experience. From 2017 to 2019 Mr. Huberman was Chief Executive Officer of Ooyala Global Inc. (“Ooyala”), a provider of media workflow automation, delivery and monetization solutions, which he and Mike Nikzad, SAQN’s Vice President of Acquisitions and a director of SAQN from November 2019 until October 2020, acquired from Telstra in 2018. Together with Mr. Nikzad, Mr. Huberman turned around an underperforming company and sold Ooyala’s three core business units to Invidi Technologies, Brightcove (NASDAQ: BCOV) and Dalet (EPA: DLT), major players in the same sector. Previously, Mr. Huberman served as the Chief Executive Officer of Syncplicity, a SaaS enterprise data management company, which he sourced and acquired from EMC and engineered an exit to Axway (EPA: AXW). Prior to this, from 2013 to 2015, Mr. Huberman was the Chief Executive Officer of Tiburon, an enterprise software company serving the public safety sector which he sold to Tritech Systems, and before that he was the Chief Executive Officer at Iomega Corporation (NYSE: IOM), a consumer and distributed enterprise storage solutions provider. After Iomega was acquired by EMC Corporation in 2008, Mr. Huberman served as President of the Consumer and Small Business Division of EMC. In addition to his experience leading turnarounds and exits at five technology companies, Mr. Huberman spent nine years as an investor for the Bass Family interests where he led investments in private and public companies. He also had senior roles leading the operations of the technology investments of the Gores Group and Skyview Capital. In the last five years he has served and continues to serve as a director of Aculon, Inc., a privately held provider of easy-to-apply nanotech surface-modification technologies, as well as Venture Corporation Limited (SGX: V03), a high-tech design and manufacture firm based in Singapore, and Otonomo Inc., a global vehicle data platform based in Israel. He has also served as CEO of Nogin since August 2023. Mr. Huberman holds a Bachelor of Arts in Computer Science from Princeton University and an MBA from The Wharton School at the University of Pennsylvania. 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. Mike Nikzad serves as a member of our Board and has held such position since October 2020. He is one of two Sponsor Directors serving the Board pursuant to the Investor Rights Agreement. Mr. Nikzad served as SAQN’s Vice President of Acquisitions since inception and as one of SAQN’s directors from its inception until October 2020. He has since held the same roles with Software Acquisition Group II, a special purpose acquisition company which merged with Otonomo (NASDAQ: OTMO) in October of 2021. He held the same role with Software Acquisition Group III which merged with Nogin in August 2022. He has over two decades of business leadership experience in software, technology and consumer electronics companies, where he has worked on numerous corporate turnarounds and exits. Mr. Nikzad was President and Chief Operating Officer at Ooyala, a media work flow automation, AdTech and online video delivery technology company, from 2017 until its sale in 2019. Prior to Ooyala, in the last five years Mr. Nikzad has held C-suite positions and led company operations at Syncplicity, a SaaS enterprise data management company and NewNet Communication Technologies, a leading telecommunications and secure payment solutions, as well as serving as an Operating Partner at SilverStream Capital. Prior to this, he also held management and executive positions in EMC Corp’s (NYSE: EMC) Consumer and Small Business division and at Iomega Corporation, a consumer and distributed enterprise storage solutions provider. Mr. Nikzad has a Bachelor of Science degree in Mechanical Engineering from Utah State University and has completed the Stanford GSB Strategic Marketing Management Program. 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.

  5. Directors and Executive Officers

    Directors and Executive Officers Our current directors and management are listed below. Also set forth below are the biographies for all our current directors and executive officers other than the director nominees, which are set forth above.

  6. Directors and Executive Officers

    | Name | Age(1) | Position | | Matthew Blank | 75 | Director | | Jonathan Huberman | 60 | Director | | Mike Nikzad | 62 | Director | | Andrew Hendricks(2) | 41 | Director | | John Hendricks | 74 | Chairman of the Board | | Patrick Keeley | 77 | Director | | Elizabeth Saravia(2) | 43 | Director | | Clint Stinchcomb | 59 | President and Chief Executive Officer, Director | | Tia Cudahy | 62 | Chief Operating Officer and Secretary | | Brady Hayden | 53 | Chief Financial Officer and Treasurer | | Rebecca Reed | 56 | General Counsel | | John Vilade | 55 | Chief Commercial Officer |

  7. Directors and Executive Officers

    | (1) Ages are as of March 31, 2026. | | (2) John Hendricks, the chairman of our Board, is the father of Andrew Hendricks and Elizabeth Saravia, two of our directors. Other than as discussed above, there are no family relationships between or among any of our directors or executive officers. |

  8. Directors and Executive Officers

    Andrew Hendricks serves as a member of our Board and has held such position since January 2021. Mr. Hendricks is currently Vice President of Hendricks Investment Holdings LLC (HIH) and is responsible for exploring venture investments in advanced media, digital technologies, and hospitality. Mr. Hendricks is also President and CEO of Experius VR, a company he founded in 2015 to develop virtual and augmented reality media experiences. Through his leadership of Experius VR, Mr. Hendricks pioneered the use of 360-video for television commercial development in 2016 for several brands in a variety of industries. With Mr. Hendricks’s guidance, Experius VR became a leader in hyper-realism and photogrammetric environments leading to the company’s advancements in Volumetric Video and Spacial Interactivity, leading to production of the highly-rated “Nefertari’s Tomb: Journey to Eternity” and “Tutankhamun: Enter the Tomb” experiences. “Tutankhamun: Enter the Tomb” premiered at the Saatchi Gallery in London as part of the King Tutankhamun Exhibit and subsequently won the Advanced Imaging Society’s Lumiere Award for Best VR Education/Museum Experience. Mr. Hendricks is also a partial owner of Experius LLC, and the founder of Driven Experiences, a high-performance off-road driving school that works with automotive manufacturers providing advanced vehicle training, recovery, and safety. Mr. Hendricks attended the University of North Carolina, Chapel Hill. Mr. Hendricks has extensive entrepreneurial experience in advanced media, including 360-video, augmented reality and immersive VR. For these reasons, we believe Mr. Hendricks is qualified to serve on our Board. John Hendricks is the founder of Legacy CuriosityStream, served as the manager of Legacy CuriosityStream’s predecessor, CuriosityStream LLC, and has served as the Chairman of the board of directors of Legacy CuriosityStream since September 2018 and as Legacy CuriosityStream’s Chief Editorial Officer since October 2018. Prior to serving as the Chairman of the Board, Mr. Hendricks served as the chairman of Discovery Communications, the global media parent company of Discovery Channel, Animal Planet, TLC and Science, among many other television networks and ancillary businesses and brands, from inception to May 2014. Mr. Hendricks launched Discovery Channel in 1985 as the first cable network in the United States designed to provide high-quality documentary programming enabling people to explore their world and satisfy their curiosity. Mr. Hendricks holds a Bachelor of Arts degree in History and an Honorary Doctorate from the University of Alabama, Huntsville. Mr. Hendricks has considerable knowledge of our industry and key industry relationships, along with access to capital and esteemed content creators and distributors. For these reasons, we believe Mr. Hendricks is qualified to serve on our Board. Patrick Keeley serves as a member of our Board and has held such position since November 2018. Since May 2008, Mr. Keeley has been the Senior Managing Director of Investment Banking at Stifel, Nicolaus & Company, Incorporated (“Stifel”), and since January 2017, Mr. Keeley has also served as Vice Chairman - Investment Banking of Stifel. Mr. Keeley served as the Co-Head of Investment Banking at Stifel from May 2008 to January 2017. Prior to joining Stifel, Mr. Keeley held various positions at Friedman, Billings & Ramsey, including Managing Director, Co-Head of Investment Banking and Executive Vice President. Prior to joining Friedman, Billings & Ramsey, Mr. Keeley was a partner at the law firm Fulbright & Jaworski, where Mr. Keeley worked from 1977 to 1997. Mr. Keeley holds a Bachelor of Arts degree in Business Administration from Georgetown University and a Juris Doctor degree from Fordham University. Mr. Keeley was originally appointed to our Board pursuant to an agreement between us and Stifel. Mr. Keeley has extensive insight, experience and expertise in finance. For this reason, we believe Mr. Keeley is qualified to serve on our Board. Elizabeth Saravia serves as a member of our Board and has held such position since October 2018. Prior to serving on our Board, Ms. Saravia served as President of Curiosity Studios, the in-house production function of the Company, from June 2018 to October 2018. Prior to serving as the President of Curiosity Studios, Ms. Saravia served as the Company’s President and Chief Executive Officer from August 2013 to June 2018 and served as Vice President of Hendricks Investment Holdings, LLC from December 2012 to August 2013. Ms. Saravia currently serves as the president of Hendricks Factual Media. Since 2006, Ms. Saravia has served as Trustee of the John and Maureen Hendricks Charitable Foundation, a non-profit organization that has contributed over $35 million to a wide variety of causes, from basic social services to science research. Ms. Saravia holds a Bachelor of Arts degree in History from Princeton University. As the executive responsible for taking Legacy CuriosityStream from incubation to launch, we believe Ms. Saravia is qualified to serve on our Board. Clint Stinchcomb is the President and Chief Executive Officer of the Company and has served in this role since June 2018. Mr. Stinchcomb also serves as a member of our Board and has held such position since October 2018. Prior to serving as the President and Chief Executive Officer, Mr. Stinchcomb served as Legacy CuriosityStream’s Chief Distribution Officer from May 2017 to June 2018, and as the Chief Executive Officer and co-founder of Poker Central from March 2014 to October 2016. Mr. Stinchcomb has also served as the Founder and Managing Partner of Worldwide Media Group since September 2009. Prior to February 2009, Mr. Stinchcomb served as the Executive Vice President and General Manager of Discovery Communications’ Emerging Television Networks and as the Senior Vice President of Discovery’s New Media Operations and HDTV. Mr. Stinchcomb holds a Bachelor of Arts degree in History from Dartmouth College. Mr. Stinchcomb has over 26 years of traditional and digital media experience and has played a critical role in the launches and successful growth of several television networks, content franchises and enthusiast brands. For these reasons, we believe Mr. Stinchcomb is qualified to serve on our Board. Tia Cudahy is the Chief Operating Officer and Secretary of CuriosityStream Inc. and has served as the Chief Operating Officer from October 2013 through January 2016 and again since June 2018 to the present, and as the General Counsel from inception through May 2015 and again from May 2017 through December 31, 2024. Ms. Cudahy served as the Chief Strategy Officer from January 2016 to June 2018, and as Executive Vice President from inception to October 2013. Ms. Cudahy worked previously for National Public Radio and as a Deputy General Counsel for Discovery Communications. Previously, Ms. Cudahy sat on the Board of Directors of ISCA Inc, an agricultural biotech company focused on environmentally friendly methods of pest control, and she also sits on the Board of Directors of the Patrick & Anna M. Cudahy Fund, a not-for-profit foundation. Ms. Cudahy holds a Bachelor of Arts degree from Amherst College and a Juris Doctor degree from The University of Chicago law School.

  9. Directors and Executive Officers

    P. Brady Hayden became the Company’s Chief Financial Officer effective May 31, 2024. Prior to that, Mr. Hayden was the Company’s Corporate Controller from June 2023. Prior to joining the Company, Mr. Hayden was Vice President of Finance and Chief Accounting Officer at Cyren, Ltd. (NASDAQ: CYRN) from May 2022 to February 2023. Prior to that, Mr. Hayden was Senior Manager of Technical Accounting at Spok Holdings, Inc. (NASDAQ: SPOK) from December 2020 to April 2022. Prior to that, Mr. Hayden was Manager of External Reporting at the U.S. Postal Service from December 2014 to December 2020. Prior to that, Mr. Hayden served over ten years in various finance, business development and operations roles at SBM Financial Group. Prior to that, Mr. Hayden was a Senior Risk Manager at FleetBoston Financial, and before that, a Manager in the financial services practice at Deloitte. Mr. Hayden has served on the Board of Directors at U.S. Postal Service Federal Credit Union since 2020. Mr. Hayden is a Certified Public Accountant and holds a Bachelor of Science from Lipscomb University and an M.B.A. from the Simon Graduate School at the University of Rochester. Rebecca Reed is the General Counsel of CuriosityStream Inc. She served as Deputy General Counsel from January 2023 to January 1, 2025, and Vice President and Associate General Counsel from July 2021 to January 2023. Ms. Reed worked previously as the Vice President, Head of Business Affairs for the Public Broadcasting Service and before that she worked as a Vice President, Business Affairs and Programming Legal at Discovery Communications. Prior to that, Ms. Reed was an Associate at the law firm Davis Wright Tremaine. Ms. Reed holds a Bachelor of Arts from University of Michigan and a Juris Doctor degree from The George Washington University Law School. John Vilade is Chief Commercial Officer of CuriosityStream, where he is focused on advancing the Company’s commercial strategy and accelerating revenue growth while strengthening its position as a differentiated global streaming platform. Mr. Vilade’s decades of experience across media, technology and business development include, most recently, serving as Chief Executive Officer of 6P Color, where he guided 6P’s product and commercial launch of next-generation color technology platforms. Prior to 6P, Mr. Vilade held senior leadership roles spanning broadcast, cable, streaming and digital media, including at NBCUniversal, Hulu, Discovery Communications, and Premion. Mr. Vilade holds bachelor’s and master’s degrees from Baylor University.

  10. Consideration and Determination of Executive and Director Compensation

    Consideration and Determination of Executive and Director Compensation 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 making recommendations to the Board regarding the compensation of all other executive officers, and reviewing all director compensation and benefits for service on the Board and Board committees, as well as recommending any changes to the Board as necessary. To assist with the execution of its duties and responsibilities, the Compensation Committee has the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant, as necessary. From time to time, we retain 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 may retain external legal counsel for employment and compensation 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.

  11. Summary Compensation Table

    Summary Compensation Table The following summary compensation table covers the compensation for the Company’s named executive officers for the fiscal years ended December 31, 2025, and 2024.

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Nonequity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Clint Stinchcomb, President and Chief Executive Officer | 2025 | 717,081 | — | 9,468,000 | — | 2,400,000 | 18,807 | 12,603,888 | | | 2024 | 677,014 | — | 4,136,100 | — | 782,128 | 13,200 | 5,608,442 | | P. Brady Hayden, Chief Financial Officer(4) | 2025 | 240,000 | — | 284,725 | — | 180,000 | 10,000 | 714,725 | | | 2024 | 203,750 | — | 356,175 | — | 92,744 | 8,150 | 660,819 | | Peter Westley, Chief Financial Officer(5) | 2024 | 129,167 | — | — | — | — | 39,494 | 168,661 | | Tia Cudahy, General Counsel, Chief Operating Officer and Secretary(6) | 2025 | 310,000 | — | 3,577,500 | — | 465,000 | 14,400 | 4,366,900 | | | 2024 | 310,000 | — | 614,963 | — | 175,667 | 12,400 | 1,113,030 | | Becky Reed, General Counsel(7) | 2025 | 240,000 | — | 610,125 | — | 90,000 | 8,750 | 948,875 |

  13. Summary Compensation Table

    | (1) The amounts reported in this column were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 - Stock Compensation. For more information concerning the assumptions used, see Note 8 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in our 2025 Annual Report. The fair value of restricted stock is determined from various inputs, including but not limited to the closing price of Common Stock on the grant date. | | (2) The amounts reported in this column represent the bonus paid to named executive officers for the year indicated, which is tied to the achievement of certain performance measures of the Company. | | (3) 2025 amounts for Ms. Reed and Mr. Hayden include Company contributions to the CuriosityStream 401(k) plan; For Mr. Stinchcomb, the amount includes $12,805 for contributions to the 401(k), $2,000 in contributions to a health savings account and $4,002 for other healthcare services; For Ms. Cudahy, the amount includes $12,400 in contributions to the 401(k) and $2,000 in contributions to a health savings account. 2024 amounts for Mr. Stinchcomb, Ms. Cudahy and Mr. Hayden reflect Company contributions to the CuriosityStream 401(k); For Mr. Westley, amount includes $5,167 for contributions to the 401(k), $16,933 for travel expenses and $17,394 in housing. | | (4) Brady Hayden was the Company’s Corporate Controller until May 31, 2024, when he became Chief Financial Officer. | | (5) Peter Westley resigned his position as Chief Financial Officer effective May 31, 2024. | | (6) Tia Cudahy stepped down as General Counsel effective December 31, 2024, but continued as Chief Operating Officer. | | (7) Becky Reed became General Counsel effective January 1, 2025. |

  14. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following disclosure covers the outstanding equity for the Company’s named executive officers for the fiscal year ended December 31, 2025.

  15. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | Clint Stinchcomb | - | - | - | - | 600,000(2) | 2,280,000 | | | - | - | - | - | 600,000(3) | 2,280,000 | | | - | - | - | - | 600,000(4) | 2,280,000 | | P. Brady Hayden | - | - | - | - | 17,500(5) | 66,500 | | | - | - | - | - | 17,500(6) | 66,500 | | | - | - | - | - | 17,500(7) | 66,500 | | | - | - | - | - | 17,500(8) | 66,500 | | Tia Cudahy | - | - | - | - | 187,500(9) | 712,500 | | | - | - | - | - | 187,500(10) | 712,500 | | | - | - | - | - | 187,500(11) | 712,500 | | | - | - | - | - | 187,500(12) | 712,500 | | Becky Reed | - | - | - | - | 37,500(13) | 142,500 | | | - | - | - | - | 37,500(14) | 142,500 | | | - | - | - | - | 37,500(15) | 142,500 | | | - | - | - | - | 37,500(16) | 142,500 |

  16. Outstanding Equity Awards at Fiscal Year-End

    | (1) Based on the closing price of the Company’s common stock on the Nasdaq on December 31, 2025, which was $3.80. | | (2) On July 15, 2025, the Company granted Mr. Stinchcomb 600,000 restricted stock units with tandem dividend equivalent rights under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price or financial performance goals. The restricted stock units will vest upon the date the Board determines that the common stock achieves a 10-day VWAP of $7.50, or the Company achieves 40% revenue growth and 35% adjusted free cash flow growth for the full year 2025 compared to 2024. These restricted stock units vested on March 10, 2026. | | (3) On July 15, 2025, the Company granted Mr. Stinchcomb 600,000 restricted stock units with tandem dividend equivalent rights under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price or financial performance goals. The restricted stock units will vest upon the date the Board determines that the common stock achieves a 10-day VWAP of $9.50. | | (4) On July 15, 2025, the Company granted Mr. Stinchcomb 600,000 restricted stock units with tandem dividend equivalent rights under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price or financial performance goals. The restricted stock units will vest upon the date the Board determines that the common stock achieves a 10-day VWAP of $11.50. | | (5) On July 25, 2025, the Company granted Mr. Hayden 17,500 restricted stock units under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $6.50. In the event that the performance condition is not met, the RSUs will vest on the first anniversary of the grant date. | | (6) On July 25, 2025, the Company granted Mr. Hayden 17,500 restricted stock units under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $7.50. In the event that the performance condition is not met, the RSUs will vest on the second anniversary of the grant date. | | (7) On July 25, 2025, the Company granted Ms. Hayden 17,500 restricted stock units under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $9.50. In the event that the performance condition is not met, the RSUs will vest on the third anniversary of the grant date. | | (8) On July 25, 2025, the Company granted Ms. Hayden 17,500 restricted stock units under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $11.50. In the event that the performance condition is not met, the RSUs will vest on the fourth anniversary of the grant date. | | (9) On July 25, 2025, the Company granted Ms. Cudahy 187,500 restricted stock units with tandem dividend equivalent rights under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $6.50. In the event that the performance condition is not met, the RSUs will vest on the first anniversary of the grant date. | | (10) On July 25, 2025, the Company granted Ms. Cudahy 187,500 restricted stock units with tandem dividend equivalent rights under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $7.50. In the event that the performance condition is not met, the RSUs will vest on the second anniversary of the grant date. | | (11) On July 25, 2025, the Company granted Ms. Cudahy 187,500 restricted stock units with tandem dividend equivalent rights under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $9.50. In the event that the performance condition is not met, the RSUs will vest on the third anniversary of the grant date. | | (12) On July 25, 2025, the Company granted Ms. Cudahy 187,500 restricted stock units with tandem dividend equivalent rights under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $11.50. In the event that the performance condition is not met, the RSUs will vest on the fourth anniversary of the grant date. | | (13) On July 25, 2025, the Company granted Ms. Reed 37,500 restricted stock units under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $6.50. In the event that the performance condition is not met, the RSUs will vest on the first anniversary of the grant date. | | (14) On July 25, 2025, the Company granted Ms. Reed 37,500 restricted stock units under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $7.50. In the event that the performance condition is not met, the RSUs will vest on the second anniversary of the grant date. | | (15) On July 25, 2025, the Company granted Ms. Reed 37,500 restricted stock units under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $9.50. In the event that the performance condition is not met, the RSUs will vest on the third anniversary of the grant date. | | (16) On July 25, 2025, the Company granted Ms. Reed 37,500 restricted stock units under the Plan. The restricted stock units granted are performance-based, subject to the Company achieving certain stock price goals. The RSUs granted will vest upon the date the Board determines that the common stock of the Company achieves a 10-day VWAP of $11.50. In the event that the performance condition is not met, the RSUs will vest on the fourth anniversary of the grant date. |

  17. Pension Benefits

    Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or defined benefit retirement plan sponsored by us during fiscal year 2025.

  18. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation In July 2025, the Company sponsored a nonqualified deferred compensation plan (the “NQDC Plan”) to provide certain members of management, including our named executive officers, with the opportunity to defer a portion of their earned compensation on a pre-tax basis, consistent with our objective to attract and retain high-level leadership. The Company does not provide any matching or discretionary contributions to the Plan; all account balances consist solely of voluntary executive deferrals and associated earnings or losses. Participants may elect to defer up to 80% of their base salary and 100% of their annual cash incentive bonus. Deferral elections are made annually prior to the year in which the compensation is earned. Participants may elect to receive distributions in a lump sum or in annual installments over a period of up to [10] years. Distributions are triggered by a participant’s 'separation from service' (as defined under Section 409A of the Internal Revenue Code) or a pre-selected specified date. All Plan balances represent unsecured general obligations of the Company. The following table summarizes the voluntary deferrals, aggregate earnings, and year-end account balances for our named executive officers under the Company’s nonqualified deferred compensation plan for the fiscal year ended December 31, 2025.

  19. Nonqualified Deferred Compensation

    | Name | | Executive Contributions in 2025 (1) ($) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($) | | Clint Stinchcomb (CEO) | | 71,844 | 2,465 | — | 74,309 | | P. Brady Hayden (CFO) | | 1,203 | 46 | — | 1,249 | | (1) | Amounts reported in this column represent elective deferrals by the named executive officer of salary paid in 2025. All such amounts were previously reported in the “Salary” or “Bonus” column of the Summary Compensation Table for the 2025 fiscal year. | | | | |

  20. Pay Versus Performance

    Pay Versus Performance We are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above.

  21. Pay Versus Performance

    | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | | Year | | Summary Compensation Table Total for Principal Executive Officer ("PEO") (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ("NEOs") (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ("TSR") (3) ($) | Company Net Income (Loss) (in thousands) (4) ($) | | 2025 | | 12,603,888 | 9,975,888 | 2,009,500 | 2,009,500 | 273 | (6,427) | | 2024 | | 5,608,442 | 3,164,692 | 647,503 | 423,348 | 285 | (12,941) | | (1) | The dollar amounts reported in column (b) and (d) are the amounts of total compensation reported for Clint Stinchcomb (our Chief Executive Officer and PEO), and average total compensation reported for non-PEO NEOs as a group (excluding Clint Stinchcomb), respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation-Summary Compensation Table”. | | | | | | | | (2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Clint Stinchcomb and the amounts reported in column (e) represent average “compensation actually paid” to the non-PEO NEOs as a group (excluding Clint Stinchcomb), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the NEO’s total compensation for each year to determine the compensation actually paid: | | | | | | | | | | | | PEO 2025 | PEO 2024 | Non-PEOs 2025 | Non-PEOs 2024 | | | Summary Compensation Table Total | | | $12,603,888 | $5,608,442 | $2,009,500 | $647,503 | | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | | | (9,468,000) | (4,136,100) | (1,490,783) | (323,713) | | | Plus Fair Value for Unvested Awards Granted in the Covered Year | | | 6,840,000 | 1,692,350 | 1,490,783 | 99,558 | | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | | | — | — | — | — | | | Plus Fair Value for Vested Awards Granted in the Covered Year | | | — | — | — | — | | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | | | — | — | — | — | | | Less Fair Value of Awards Forfeited during the Covered Year | | | — | — | — | — | | | Compensation Actually Paid | | | $9,975,888 | $3,164,692 | $2,009,500 | $423,348 | | | Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date. | | | | | | | | (3) | TSR is cumulative for the measurement periods beginning on December 30, 2023, December 31, 2024 and ending on December 31 of each of 2024 and 2025, respectively, calculated in accordance with Item 201(e) of Regulation S-K. | | | | | | | | (4) | Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025 and December 31, 2024. | | | | | | |

  22. Relationship between Compensation Actually Paid vs. Cumulative TSR of Company

    Relationship between Compensation Actually Paid vs. Cumulative TSR of Company The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against our cumulative TSR:

  23. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The compensation structure for employees on the Company’s Board is 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. Other than John Hendricks, who waived any Board compensation for which he was eligible, in 2025, Board members each received an annual retainer of $50,000 in cash. For each standing committee of the Board, committee chairs received $24,000 annually, and committee members who are not the chair received $13,500 annually. Board members also received a set number of restricted stock units. The following table sets forth the total compensation of the Company’s non-employee directors for the fiscal year ended December 31, 2025:

  24. COMPENSATION OF DIRECTORS

    | Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) | | John Hendricks(1) | — | — | — | — | | Elizabeth Saravia(2) | 77,000 | 106,645 | — | 183,645 | | Patrick Keeley(3) | 87,500 | 121,188 | — | 208,688 | | Matthew Blank(4) | 74,000 | 102,490 | — | 176,490 | | Jonathan Huberman(5) | 87,500 | 121,188 | — | 208,688 | | Mike Nikzad(6) | 77,000 | 106,645 | — | 183,645 | | Andrew Hendricks(7) | 77,000 | 106,645 | — | 183,645 |

  25. COMPENSATION OF DIRECTORS

    | (1) John Hendricks waived the right to receive any cash retainer or equity award in 2025 in connection with his Board service. | | (2) On February 4, 2025, Ms. Saravia was granted 57,000 restricted stock units vesting on February 4, 2026. On the grant date, the closing price was $2.77 | | (3) On February 4, 2025, Mr. Keeley was granted 57,000 restricted stock units vesting on February 4, 2026. On the grant date, the closing price was $2.77. | | (4) On February 4, 2025, Mr. Blank was granted 57,000 restricted stock units vesting on February 4, 2026. On the grant date, the closing price was $2.77. | | (5) On February 4, 2025, Mr. Huberman was granted 57,000 restricted stock units vesting on February 4, 2026. On the grant date, the closing price was $2.77. | | (6) On February 4, 2025, Mr. Nikzad was granted 57,000 restricted stock units vesting on February 4, 2026. On the grant date, the closing price was $2.77. | | (7) On February 4, 2025, Mr. Hendricks was granted 57,000 restricted stock units vesting on February 4, 2026. On the grant date, the closing price was $2.77. |