GAIA, INC

References in this report to “we”, “us”, “our”, the “Company” or “Gaia” refer to Gaia, Inc. and its subsidiaries, unless we indicate otherwise.

1. Organization and Nature of Operations

Gaia, Inc. operates a global digital video subscription service and online community that strives to connect a unique and underserved member base. Our digital content is available to our members on most internet-connected devices anytime, anywhere commercial free. Through our online Gaia subscription service, our members have unlimited access to a vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, and more – exclusively available to our members for digital streaming. A subscription also allows our members to download and view files from our library without being actively connected to the internet. We were incorporated under the laws of the State of Colorado on July 7, 1988. During the years ended December 31, 2025 and 2024, we also had certain operations that are presented as discontinued operations in the accompanying consolidated financial statements. See Note 16 for further discussion.

2. Summary of Significant Accounting Policies

Basis of Presentation

We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, and they include our accounts and those of our subsidiaries, over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation.

Reclassifications

Certain prior year amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income, total assets, total liabilities, stockholders’ equity, or cash flows.

Cash and Cash Equivalents

Cash represents on-demand accounts with financial institutions that are denominated in U.S. dollars. We consider financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. We also classify transactions that we expect to settle within several days as cash equivalents.

Concentration of Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and accounts receivable. Risks associated with cash within the United States are mitigated by banking with federally insured, creditworthy institutions; however, there are balances with these institutions that are greater than the Federal Deposit Insurance Corporation insurance limit. The Company performs ongoing credit evaluations of its customers and maintains allowances for possible losses as considered necessary by management.

During the years ended December 31, 2025 and 2024, one third-party platform partner (“Partner”) accounted for 22% and 19% of the Company’s revenues, respectively. Additionally, two Partners accounted for 69% and 18% of accounts receivable as of December 31, 2025, and 61% and 21% of accounts receivable as of December 31, 2024.

Accounts Receivable

Accounts receivable consists primarily of amounts due from Partners who have the billing relationship with the member and collect subscription fees on our behalf. We evaluate the need for an allowance for credit losses based on historical collection trends and changes in our customer payment patterns, current and expected conditions and market trends along with our operating forecasts, concentration, and creditworthiness and determinedno allowance was needed at December 31, 2025 and 2024.

Property and Equipment, Net

We state property and equipment at cost less accumulated depreciation and amortization. We include in property and equipment the cost of internal-use software, including software and generative AI development used in connection with our websites. We expense all costs related to the development of internal-use software and generative AI development except those incurred during the application development stage. We capitalize the costs we incur during the application development stage and amortize them on the straight-line method over the estimated useful life of the software. We compute depreciation and amortization of property and equipment on the straight-line method over estimated useful lives. We depreciate building improvements over the shorter of the estimated useful lives of the assets or remaining life of the building. See Note 4 for a description of estimated useful lives. Depreciation and amortization expenses are included in selling and operating expense, and corporate, general and administration expense in the accompanying consolidated statements of operations.

Media Library, Net

Media library represents the lower of unamortized cost or net realizable value of capitalized costs in accordance with ASC Topic 926 including direct production costs, talent fees, production crew, direct overhead allocable to production, and post-production costs, to produce our proprietary media content, rights obtained through license arrangements and digital media content acquired through asset purchases or business combinations. Payments for content, including additions to media library and the changes in related liabilities, are classified within ‘Net cash provided by operating activities’ on the Consolidated Statement of Cash Flows.

We amortize our media library in cost of revenues on a straight-line basis over the shorter of the license period or the estimated useful life of the titles, which typically ranges from 12 to 90 months. The amortization period begins with the first month of availability on our service. Produced media in progress consists of produced media costs that have not yet been placed in service.

Our media library is reviewed at the film group level for impai rment when an event or change in circumstances indicates that the carrying amount may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the film group to estimated discounted future cash flows expected to be generated by the film group. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value exceeds the fair value. No impairment charges related to the media library were recognized in 2025 and 2024.

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations and is not amortized. Goodwill is tested for impairment at the reporting unit level at least annually as of October 1, or more frequently if events or changes in circumstances indicate that goodwill may be impaired.

Annual Impairment Assessment

For the year ended December 31, 2025, the Company performed its annual goodwill impairment assessment utilizing the qualitative assessment option in accordance with ASC 350-20-35-3A through 35-3G. Under this guidance, the Company evaluated relevant events and circumstances to determine whether it was more likely than not (i.e., greater than 50 percent likelihood) that the fair value of its reporting unit was less than its carrying amount.

In performing the qualitative assessment, management considered, among other factors:

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Macroeconomic conditions, including general economic trends, interest rates, inflation, and capital market conditions;

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Industry and market considerations, including competitive environment, market demand, and regulatory developments;

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Overall financial performance, including trends in revenue, operating margins, and cash flows compared to prior periods and forecasts;

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Changes in management, strategy, or key personnel;

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Reporting unit–specific events, including customer concentration, contract renewals, and operational performance;

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Changes in the Company’s stock price and market capitalization relative to carrying value, where applicable; and

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Other relevant entity-specific factors.

Based on the totality of the qualitative factors evaluated, management concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount as of the assessment date. Accordingly, the Company determined that it was not necessary to perform a quantitative goodwill impairment test. No goodwill impairment charges were recorded during the years ended December 31, 2025 or December 31, 2024.

Long-Lived Assets

We evaluate the carrying value of long-lived assets held and used, other than goodwill, when events or changes in circumstances indicate the carrying value may not be recoverable. We consider the carrying value of a long-lived asset impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than the carrying value. We recognize a loss based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. We determine the estimated fair value primarily using the projected cash flows from the asset discounted at a rate commensurate with the risk involved. During 2025 and 2024, no impairment of long-lived assets was recognized.

Income Taxes

We provide for income taxes pursuant to the asset and liability method. The asset and liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset, including the utilization of a net operating loss or other carryforward prior to its expiration, is more likely than not.

The Company does not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. The Company may recognize a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. See Note 13 to the consolidated financial statements for further information regarding income taxes.

Non-Income Taxes

The Company accrues for non-income tax assessments from foreign jurisdictions related to prior periods and recognizes the expense within selling and operating, when deemed probable and estimable. Once the requirement to remit non-income taxes to foreign jurisdictions has been established, we present revenues net of the non-income taxes collected from members and remit such amounts to foreign tax authorities.

Share repurchases

The Company repurchases shares of the Company's common shares from time to time. Purchases may be carried out through open market transactions, negotiated purchases or otherwise, at times in such amounts as the Company deems appropriate. Shares repurchased under such authorizations are held in treasury, including issuances under various employee stock-based award plans. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are subsequently reissued or otherwise disposed of, the amount received is recognized as an increase in treasury stock, and any difference between the amount received and the carrying amount of the treasury shares is recorded within additional paid‑in capital to the extent of prior related credits, with any excess reclassified to accumulated deficit.

Revenue Recog nition

Revenues consist primarily of subscription fees paid by our members. We present revenues net of the taxes that are collected from members and remitted to governmental authorities. Members are billed in advance and revenues are recognized ratably over the subscription term. Deferred revenues consist of subscription fees collected from members that have not been earned and are recognized ratably over the remaining term of the subscription. We recognize revenue on a net basis for relationships where our Partners have the primary relationship, including billing and service delivery, with the member. We recognize revenue on a gross basis for members whose primary relationship is with Gaia. Payments made to Partners to assist in promoting our service on their platforms are expensed to marketing expenses in the period incurred. We do not allow access to our service to be provided as part of a bundle by any of our Partners.

As of December 31, 2025, total deferred revenue was$18.5 million and is expected to be recognized as revenue within the next 12 months.

Revenues earned from sources other than membership fees were$4.5 million for the year ended December 31, 2025 and$2.9 million for the year ended December 31, 2024, which is also recognized in accordance with ASC Topic 606.

Business Combinations

Gaia recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date. While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, these estimates are inherently uncertain and subject to refinement. The authoritative guidance allows a measurement period of up to one year from the date of acquisition to make adjustments to the preliminary allocation of the purchase price. As a result, during the measurement period we may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation. Upon conclusion of the measurement period or final determination of the values of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the consolidated statement of operations. For further information, see Note 5 Goodwill and Other Assets, Net.

Marketing

Marketing costs consist primarily of advertising expenses, which include promotional activities such as online advertising and public relations expenditures. Advertising costs are expensed as incurred and included in selling and operating expense in the accompanying consolidated statements of operations. During 2025 and 2024, we expensed marketing and advertising costs of $44.0 million and $37.9 million, respectively.

Share-Based Compensation

We recognize compensation cost for share-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time-based awards over the service period. Since 2019, for certain executive officers, the Company grants restricted stock units (“RSUs”) and beginning in 2025, we granted performance-based restricted stock units (“PSUs”), for which we utilize the market price of our common stock on the date of grant to estimate fair value. We account for forfeitures as they occur.

Segment Information

Gaia’s Chief Executive Officer, Kiersten Medvedich, is the chief operating decision maker, who reviews Gaia’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. Accordingly, we have determined that we operate in a single reporting segment.

Defined Contribution Plan

We have adopted a defined contribution retirement plan (“the Plan”) under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), which covers substantially all employees. Eligible employees may contribute amounts to the Plan, via payroll withholding, subject to certain limitations. The Plan permits, but does not require, us to make additional matching contributions to the Plan on behalf of all participants in the Plan. The Plan allows us to determine the match contribution percentage, if any. We made matching contributions to the Plan of$0.2 million and$0.3 million for the years ended December 31, 2025 and 2024, respectively.

Fair Value Measurements

Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly; and valuations using Level 3 inputs are based on significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their fair values.

Investments and Other Assets, Net

The Company classifies investments at the acquisition date and re-evaluates the classification at each balance sheet date and when events or changes in circumstances indicate that there is a change in the Company’s ability to exercise significant influence. The ability to exercise significant influence over, but not control, the operating and financial policies of the investee is presumed to exist when the Company owns 20% or greater of the voting interests in the investee, but the Company also applies judgment regarding its level of influence over the investee by considering key factors such as representation on the board of directors, participation in policy-making decisions, and material intercompany transactions. The Company accounts for its investments in other entities over which the Company has the ability to exercise significant influence, but not control, using the equity method of accounting.

Under the equity method of accounting, the Company’s investment is initially recorded at cost within Investments in Equity Method Investees on the consolidated balance sheets. The Company adjusts its investment for contributions made, its proportionate share of net earnings, declared dividends, and distributions of the investee. To the extent there is a basis difference between the amount invested and the Company’s proportionate share of the underlying net assets of the investee, the Company allocates such differences amongst the recorded assets of the investee. The basis differences are amortized on a straight-line basis over the underlying assets’ estimated useful lives when calculating the attributable earnings or losses. The Company records in the statements of operations its share of income or loss of the investee, including any amortization of basis differences, within interest and other expense, net, which results in an increase or decrease to the carrying value of the investment. Any dividends received from the investee are recorded as a reduction of the carrying value of the investment.

The Company holds an investment in Telomeron Inc. (“Telomeron”) which is recorded at its carrying value as an equity security investment under ASC Topic 321. The Company holds an investment in Orion Architect LLC (“Orion”), which is recorded at its carrying value as a cost method investment according to ASC Topic 321. These investments are classified as Investments and other assets, net on our consolidated balance sheets.

The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If the investment is determined to have a decline in value deemed to be other than temporary, it is written down to estimated fair value. We did not record any impairment charges on our investments during the years 2025 or 2024.

Leases

The Company accounts for leases under ASC Topic 842. Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.

Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for leases is recognized on a straight-line basis over the lease term. Non-lease components are excluded from the ROU asset and lease liability present value computations. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As discussed in Note 7, we entered into an operating lease in connection with the sale of a portion of our corporate campus, which was modified on December 8, 2025. We record the ROU asset for the operating lease term as an asset and our obligation to make lease payments as a liability. Variable lease payments are not included in the lease payments used to measure the lease liability and are expensed as incurred.

Noncontrolling Interest

Gaia holds certain interests in entities where Gaia is the majority owner but not sole owner. These investments are included in our consolidated financial statements. The minority-owned portion of these investments is presented as Noncontrolling Interest (“NCI”) on the consolidated financial statements. Any changes of the ownership interest of NCI are accounted for as equity transactions and adjustments in the consolidated financial statements.

Loss Per Share

Basic loss per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted loss per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method.

Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and disclosures. Although we base these estimates on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from the estimates.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (ASC Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (ASC Topic 270): Narrow-Scope Improvements, which clarifies the guidance in ASC Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

Recently adopted accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (ASC Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. See Note 13 Income Taxes in the accompanying notes to the consolidated financial statements for further detail.

3. Media Library, Net

Media library stated at lower of unamortized cost or net realizable value, consists of the following as of December 31:

As described in Note 2, amortization is typically over 12 to 90 months commencing with the month the content is available on our site and is included in cost of revenues on the accompanying consolidated statements of operations. Amortization expense for our media library was$10.4 million and$10.0 million during 2025 and 2024, respectively.

Future amortization is expected to be:

4. Property and Equipment, Net

Property and equipment, net consist of the following as of December 31:

Depreciation and amortization expense was$6.6 million and$7.4 million for the years ended December 31, 2025 and 2024, respectively.

During 2025, the Company reclassified certain fixed assets to collectible items that do not depreciate such as Crystals and certain commissioned and other Artwork. Such items will be classified as Land and non-depreciable, long-lived assets according to ASC Subtopic 958-60. Collectible items, such as crystals and commissioned artwork, included within Land and non-depreciable long-lived assets, were not material as of December 31, 2025.

5. Goodwill and Investments and Other Assets, Net

We performed an annual qualitative test for goodwill impairment in the fourth quarter of the years ended December 31, 2025 and 2024 and determined that goodwill was not impaired. Goodwill was $34.0 million as of December 31, 2025 and $31.9 million as of December 31, 2024.

On September 30, 2025, Gaia completed an acquisition of UTV L.L.C. (“UTV”), in accordance with ASC Topic 805 Business Combinations for a purchase price of $2.5 million, of which $0.5 millionwas accrued for as a liability as of December 31, 2025, andwill be settled in cash in subsequent periods. This transaction resulted in $2.0 million of goodwill which is expected to be deductible for tax purposes and $0.5 million of assets including acquired media and customer relationships intangibles. The Company entered into this transaction to acquire content, expand market presence, increase member base, and market to a core growth audience focused on conscious lifestyle. There wereno other adjustments to goodwill during the period.

The following table presents unaudited pro forma revenue and earnings for the year ended December 31, 2025 and 2024 and are based on the individual historical results of UTV and Gaia, with adjustments to give effect as if the acquisition had occurred on January 1, 2024 after giving effect to certain adjustments, including the amortization of intangible assets and assumes the purchase price was allocated to the assets purchased and liabilities assumed based on their fair market values at the date of purchase:

The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been consummated as of January 1, 2024. Furthermore, such pro forma information is not necessarily indicative of future operating results of the combined companies and should not be construed as of representative of the operating results of the combined companies for any future dates or periods.

Investments and Other Intangible Assets, Net

Investments and other intangible assets, net represents Gaia’s investments in entities for which we do not exercise significant influence or have significant ownership stake. Investments and other intangible assets, net consist of the following as of December 31:

The following table represents our other intangible assets, net by major asset class as of the dates indicated, which are included in Investments and other intangible assets, net on the accompanying consolidated balance sheets as of December 31:

The customer related intangible assets are amortized on astraight-line basis over 24 and 48 months. Amortization expense was$611 thousand and$568 thousand for 2025 and 2024, respectively. Amortization expenses are included in selling and operating expense, and corporate, general and administration expense in the accompanying consolidated statements of operations. Weighted-average remaining useful life for these intangible assets is 21 months. Future amortization of our amortizable intangible assets as of December 31, 2025 is expected to be$220 thousand and $165 thousand for the year ended December 31, 2026 and December 31, 2027, respectively.

On September 30, 2025, Gaia entered into a cost method investment Orion Architect LLC (“Orion”)for $2 million in accordance with ASC Topic 321. Following the close of the investment, the Company holds less than 10% ownership of the investee. The Company does not have significant influence over the investee as there is no representation on the investee’s board of directors, no participation in policy-making decisions, and no material intercompany transactions. The initial valuation of this investment was made at historical cost and will only be adjusted for impairment or observable price changes from comparable transactions. No unrealized gain/loss will be recognized unless an observable transaction occurs. The investment will be subject to impairment testing and any permanent declines in value is recognized in net income. During 2025 and 2024, no impairment of goodwill was recognized.

6. Accrued and Other Liabilities

Accrued and other liabilities consist of the following as of December 31:

7. Leases

In connection with the sale of a portion of our corporate campus as further discussed in Note 8 to the consolidated financial statements, we leased the property pursuant to a master lease which was amended effective December 8, 2025 (together, the “Lease Amendment”). The Lease Amendment, among other things, extended the term through September 30, 2035, with twofive-year extensions. The extension options are not recognized as part of the right-of-use asset and lease liability. We record the right to use the underlying asset for the operating lease term as an asset and our obligation to make lease payments as a liability, based on the present value of the lease payments over the lease term. At December 31, 2025, the weighted average remaining lease term was 9.75 years and the weighted average discount rate was 5.090%.

Because the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate to determine the present value of lease payments. Information related to our right-of-use asset and related lease liability were as follows:

Operating lease expense is recognized on a straight-line basis over the lease term. Our operating lease expense was $1.1 million for both 2025 and 2024. Future amortization of our lease liability as of December 31, 2025 is expected to be as follows:

8. Debt

Long-term debt

On September 9, 2020, our wholly owned subsidiary Boulder Road LLC (“Boulder Road”) sold a 50% undivided interest in a portion of our corporate campus to Westside Boulder, LLC (“Westside”). Boulder Road retained a 50% undivided interest in the property as well as full ownership of our studio and production facilities. Boulder Road received consideration of $13.2 million in the transaction.

On December 28, 2020, the Borrower entered into a loan agreement with First Interstate Bank (formerly Great Western Bank), as lender, providing for a mortgage loan in the principal amount of $13.0 million (the “2020 Mortgage Loan”). The promissory note evidencing the 2020 Mortgage Loan mortgage bore interest at a fixed rate of 3.75% per annum, and was scheduled to mature on December 28, 2025, before being extinguished by the Borrower with the proceeds from the 2025 Mortgage Loan as discussed below.

On December 19, 2025, Boulder Road and Westside (collectively, the “Borrower”) entered into a business loan agreement with KeyBank National Association (“KeyBank”), as lender, providing for a mortgage loan in the principal amount of $11.4 million (the “2025 Mortgage Loan”). The promissory note evidencing the 2025 Mortgage Loan bears interest at a fixed rate of 5.090% per annum, matures on December 19, 2030, and is secured by a deed of trust on our corporate campus, a portion of which is owned by Boulder Road and Westside as tenants-in-common and the remainder of which is owned by Boulder Road. The loan proceeds from the 2025 Mortgage Loan were used to refinance the 2020 Mortgage Loan. Westside and Boulder Road each received 50% of the proceeds andare each responsible for 50% of the monthly installments. The 2025 Mortgage Loan contains customary affirmative and negative covenants (each with customary exceptions) for loans of this type, including limitations on the Borrower’s ability to incur liens or debt, make investments, or engage in certain fundamental changes, and is fully guaranteed by Gaia. Additionally, the 2025 Mortgage Loan requires Boulder Road, LLC maintain a Net Operating Income to Debt Service Coverage Ratio of not less than 1.25 to 1.00. As of December 31, 2025, financial covenant compliance is required beginning with the fiscal year ending December 31, 2025. As the loan closed on December 19, 2025, the Company was not required to test compliance with the financial covenants as of December 31, 2025. The 2025 Mortgage Loan has a remaining balance of $11.4 million as of December 31, 2025.

Maturities on long-term debt, net are as follows:

Credit and Security Agreement

On July 25, 2025 (the “Closing Date”), the Company, entered into a Second Amendment to the Credit and Security Agreement (the “Amendment”) among the Company, the subsidiary guarantors party thereto, and KeyBank National Association (the “Lender”), which amends that certain Credit and Security Agreement, dated as of August 25, 2022 (as amended prior to the Closing Date, the “Prior Credit Agreement”), among the Company, the subsidiary guarantors from time to time party thereto, and the Lender.

The Amendment amended the Prior Credit Agreement to, among other things, (i) refinance and extend the prior revolving credit facility with a revolving credit facility in an aggregate principal amount of up to $10 million (which may be increased up to $15 million) that matures on August 25, 2028, the loan proceeds of which may be used for working capital, general corporate purposes, and permitted acquisitions, (ii) modify the interest rate applicable to revolving loan advances to 1.75% per annum for advances that are SOFR loans and 0.75% per annum for advances that are base rate loans and eliminate the 0.10% per annum SOFR index adjustment, and (iii) provide for a maximum leverage ratio of 2.00 to 1.00 for each computation period. Borrowings under the Amendment are available for working capital and general corporate purposes and permitted acquisitions. As of December 31, 2025, the Company had $10.0 million of available borrowing capacity under the revolving credit facility and there wasno outstanding balance as of December 31, 2025.

Loans made, or letters of credit issued, under the Amendment mature on August 25, 2028, and are secured (subject to permitted liens and other exceptions) by a first priority lien on all business assets, including intellectual property, of Gaia and the subsidiary guarantors.

The interest rate applicable to revolving loan advances is 1.75% per annum for advances that are Secured Overnight Financing Rate(“SOFR”) loans and 0.75% per annum for advances that are base rate loans.

The Amendment contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Company’s ability to incur liens or debt, make investments, pay dividends, enter into transactions with its affiliates and engage in certain fundamental changes. Additionally, the Amendment requires Gaia to maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00 and to not permit the Leverage Ratio to exceed 2.00 to 1.00 for any computation period. As of December 31, 2025 and December 31, 2024, the Company was in compliance with all related covenants.

On August 25, 2022, the Company entered into the Prior Credit Agreement, which provided for a revolving credit facility in an aggregate amount of $10 million and was amended by the Amendment on July 25, 2025. There wereno outstanding borrowings under the Prior Credit Agreement as of December 31, 2024.

9. Commitments and Contingencies

From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at December 31, 2025 and that can be reasonably estimated are either reserved against or would not have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

The Company is subject to non‑income tax examinations in certain foreign jurisdictions where it provides services to consumers residing in those jurisdictions. A number of these examinations are ongoing and, in certain cases, have resulted in assessments from foreign tax authorities. The Company recognizes an accrual for non‑income tax liabilities in foreign jurisdictions when it is probable that a liability has been incurred and the exposure can be reasonably estimated. For other foreign jurisdictions where non‑income taxes may be due, the Company has determined that it is reasonably possible that additional non‑income tax exposures exist. However, because certain examinations are in the early stages and based on the Company’s prior experience with foreign tax authorities, the Company is currently unable to reasonably estimate the possible loss or range of loss that may result from these matters.

10. Loss Per Share

Basic loss per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted loss per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period (“Common stock equivalents”). Common stock equivalents consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units, when dilutive, utilizing the treasury stock method. There wereno common stock equivalents for 2025 and 2024. The computation of loss per share is as follows:

We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common shareholders. Because the Company incurred a net loss for each of the years presented, all potential common shares were anti-dilutive. Accordingly, diluted net loss per share is the same as basic net loss per share for all periods presented.

11. Shareholders’ Equity

Our common stock has two classes, Class A and Class B. Each holder of our Class A common stock is entitled toone vote for each share held on all matters submitted to a vote of shareholders. Each holder of our Class B common stock is entitled toten votes on all matters submitted to a vote of shareholders. There are no cumulative voting rights. All holders of our Class A common stock and our Class B common stock vote as a single class on all matters that are submitted to the shareholders for a vote, except as provided by law or as set forth in our charter. Shareholders may consent to an action in writing and without a meeting under certain circumstances. Jirka Rysavy, our chairman, holds 100% of our 5,400,000 outstanding shares of Class B common stock and also owns 291,682 shares of Class A common stock. Consequently, our chairman holds approximately 74% of our voting stock and is able to exert substantial influence over and to control matters requiring approval by shareholders, including the election of directors, increasing our authorized capital stock, or a merger or sale of substantially all of our assets. As a result of Mr. Rysavy’s control of us, no change of control can occur without Mr. Rysavy’s consent.

As of December 31, 2025 and 2024,50 million shares of preferred stock were authorized andno preferred shares were issued or outstanding. Pursuant to our articles of incorporation, the Board of Directors can, at any time, and without stockholder approval, issue one or more new series of preferred stock, with such designations, preferences, limitations and relative rights as shall be expressed in articles of amendment, however, the Board of Directors shall not issue or authorize any voting preferred stock without the consent or approval of a majority of the Class B common stock.

Our Class A common stock and our Class B common stock are entitled to receive dividends, if any, as may be declared by our board of directors out of legally available funds. No dividends were declared or paid on our common stock in 2025 or 2024. In the event of a liquidation, dissolution or winding up of Gaia, our Class A common stock and our Class B common stock are entitled to share ratably, on the same basis, in our assets remaining after the payment of all of our debts and other liabilities. Holders of our Class A common stock and our Class B common stock have no preemptive, subscription or redemption rights, and there are no redemption or sinking fund provisions applicable to our Class A common stock or our Class B common stock.

Our Class B common stock may not be transferred unless converted into our Class A common stock. Shares of our Class B common stock are convertibleone-for-one into shares of our Class A common stock, at the option of the holder of the Class B common stock.

During 2025 and 2024, we issued shares of our Class A common stock as shown in the table below under our 2019 Long-Term Incentive Plan (the “2019 Plan”) and the 2009 Long-Term Incentive Plan (the “2009 Plan”).

Class A Common Stock Offering

In February 2025, we entered into an underwriting agreement with Roth Capital Partners, LLC and Lake Street Capital Markets, LLC (the “Underwriters”) relating to the offer and sale of 1,600,000 shares of our Class A common stock ($0.0001 par value) (the “Shares”). The public offering price was $5.00 per share, resulting in gross proceeds of $8.0 million before underwriting discounts, commissions and offering expenses. After deducting underwriting discounts, commissions and other offering costs, we received net proceeds of approximately $7.0 million, which were recorded in additional paid‑in capital. The offering was made pursuant to a registration statement on Form S-3. We provided a 45-day option to the Underwriters to purchase up to an additional 240,000 Shares at $5.00 per share, less underwriting discounts and commissions (the “Over-Allotment Option”). On March 7, 2025, the Underwriters elected to waive the right to exercise the Over-Allotment Option.

As of December 31, 2025, we had the following Class A common shares reserved for future issuance:

12. Share-Based Compensation

The Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) became effective on April 29, 2019. The purpose of the ESPP is to provide eligible employees an opportunity to purchase shares of our Class A common stock over time through regular payroll deductions. The ESPP initially reserved and authorized the issuance of up to a total of 300,000 shares of our Class A common stock to participating employees, subject to certain adjustments. The number of shares of Class A common stock available for issuance under the ESPP will be increased on the first day of each year beginning with 2020 in an amount equal to the number of shares issued under the ESPP in the prior year. No participant may purchase more than 1,000 shares of our Class A common stock during any offering period under the ESPP. In addition, under applicable tax rules, an employee may purchase no more than $25,000 worth of shares of our Class A common stock, valued at the start of the offering period, under the ESPP for each calendar year.

On April 29, 2019, the 2019 Plan became effective. This replaced the 2009 Plan, which lost the authority to grant new options under the 2009 Plan on April 23, 2019. The purpose of the 2019 Plan is to advance the interests of our company and its shareholders by providing incentives to certain employees and other key individuals who perform services for us, including those who contribute significantly to the strategic and long-term performance objectives and growth of our company. No more than 1.8 million shares of our Class A common stock, subject to certain adjustments, may be issued under the 2019 Plan, and the 2019 Plan terminates no later than April 25, 2029.

On April 2, 2025, ourboard of directors and shareholders approved an amendment to the 2019 Incentive Plan to increase the maximum number of shares of our Class A Common Stock authorized for issuance under the 2019 Incentive Plan by 700,000 shares such that the total number of shares authorized for issuance will be 2,500,000 shares (the“Plan Amendment”), which remains consistent with the company’s general objective not to exceed 10% of the total outstanding common shares (both Class A common stock and Class B common stock).

In 2015, we commenced issuing restricted stock units (“RSUs”). In 2025, we commenced issuing performance-based restricted stock units (“PSUs”). The PSUs and RSUs entitle the recipient to receive one share of Class A common stock for each PSU or RSU upon vesting. The PSUs have performance periods of four years and vest depending on the Company's achievement of predetermined market-based performance target(s). The RSUs are issued with cliff vesting infive years for employees andone year for directors, provided that the recipient is still an employee or director of Gaia on such date. The PSUs and RSUs will be automatically forfeited and of no further force and effect if the vesting conditions are not met. We value our PSU's and RSUs using the market price of our common stock on the date of grant. We use the Black-Scholes option pricing model to determine the fair value of options granted during the year. No options were granted during 2025 or 2024. The exercise price of our legacy outstanding options is generally equal to the closing market price of our stock at the date of the grant. We recognize the compensation expense related to share-based payment awards on a straight-line basis over the requisite service periods of theawards, which generally range from three tofive years for employees, andone year for board members.

The table below presents a summary of activity under the 2009 Plan and the 2019 Plan, as of December 31, 2025, and changes during the year then ended:

The tables below present our outstanding RSUs and PSUs by vest date:

During 2025 and 2024, we recognized approximately$1.7 million and$1.3 million, respectively, of share-based compensation expense. Total share-based compensation expense is reported in selling and operating expenses and corporate, general and administration expenses on our consolidated statements of operations. The total income tax impact on provision was $1.2 million and $0.8 million, for 2025 and 2024, respectively. There wereno options exercised during 2025 or 2024. We issue new shares upon the exercise of options and vesting of PSUs and RSUs.

As of December 31, 2025, there was$5.1 million of unrecognized cost related to non-vested share-based compensation arrangements granted under the 2009 and 2019 Plans. We expect that cost to be recognized over a weighted-average period of 2.92 years.

13. Income Taxes

The source of income before income taxes are as follows:

Our income tax expense (benefit) is comprised of the following:

The following table reconciles our income tax expense (benefit) based on the US statutory tax rate to the income tax expense (benefit) for the year ended December 31, 2025, after the adoption of ASU 2023-09:

In 2025, state and local income taxes in Colorado comprised the majority of the domestic state and local income taxes, net of federal effect category.

The following table reconciles income taxes based on the U.S. Statutory tax rate to the Company's income tax expense (benefit) for the year ended December 31, 2024, prior to the adoption of ASU 2023-09.

Cash paid for income taxes, net of refunds, for the year ended December 31, 2025, was as follows:

Deferred income taxes reflect net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the net deferred income tax assets (liabilities) are as follows:

Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. We determined that a valuation allowance against our deferred tax assets of $21.1 million and $18.7 million for 2025 and 2024, respectively, was necessary due to the cumulative loss incurred over a four-year period. We have federal and state net operating loss carryforwards of approximately $85.9 million and $30.9 million, respectively, of which $7.8 million in federal net operating losses expire after 2037. Net operating losses generated in 2018 and beyond do not expire.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We measure the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to our subjective assumptions and judgments which can materially affect amounts recognized in our consolidated balance sheets and consolidated statements of operations.

The result of our assessment of our uncertain tax positions did not have a material impact on our consolidated financial statements. Our federal and state tax returns for all years after 2015 are subject to future examination by tax authorities for all our tax jurisdictions. We recognize interest and penalties related to income tax matters in interest and other income (expense) and corporate, general and administrative expenses, respectively.

We operate in a number of tax jurisdictions and are subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on these returns. Because the tax matters challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain In accordance with ASC Topic 740, we recognize the benefits of uncertain tax positions in our consolidated financial statements only after determining that it is more likely than not that the uncertain tax positions will be sustained.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

In the normal course of business, we are subject to examination by taxing authorities in U.S. Federal and U.S. state jurisdictions. The period subject to examination for our federal return is tax year 2019 and later. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with management's expectations, we could be required to adjust the provision for income tax in the period such resolution occurs.

14. Segment Information and Geographic Information

The Company operates asone operating segment. The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated operating margin and net income to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow global operating margin andthe allocation of budget between cost of revenues, sales and marketing, technology and development, and general and administrative expenses.

The following table presents selected financial information with respect to the Company’s single operating segment for the years ended December 31, 2025 and 2024:

See the consolidated financial statements for other financial information regarding the Company’s operating segment.

Geographic Information

We have members in the United States and over 185 foreign countries. The major geographic territories are the U.S., Canada and Australia based on the billing location of the member.

The following represents geographical data for our operations:

15. Igniton Transactions

In April 2024, the Company entered into a series of transactions with its subsidiary, Igniton, Inc., a Colorado corporation (“Igniton”), and a third-party entity to purchase a royalty free perpetual license for a total of $16.2 million of consideration comprised of $10.2 million of cash, $5.0 million of common stock of Igniton and $1.0 million of the Company’s equity security investment in Telomeron (the “License Purchase”). The license allows the Company to utilize the technology developed by the third party. This license is recorded within the Technology license, net line item on the consolidated balance sheets.

Technology license, net consists of the following as of December 31, 2025:

The License Purchase was funded through an equity financing through Igniton completed in April 2024, which raised approximately $10.8 million of cash proceeds, including $4.0 million from Gaia, through the sale of shares of Igniton common stock, which included a transaction with certain funds managed by AWM Investment Company, Inc. (“AWM”). In addition, as part of the consideration for the License Purchase, Igniton issued $5.0 million of its common stock to the third-party entity from which the license was purchased.

As part of the April 2024 equity financing, Igniton closed a sale of 2,750,000 shares of Igniton common stock (the “2024 Igniton Shares”) to certain funds managed by AWM Investment Company, Inc. (“AWM”) for total net proceeds of approximately $3.2 million. Igniton’s total proceeds included an approximately $0.4 million premium that was passed to the Company in exchange for the issuance to AWM of a non-transferable right granting AWM a one-time ability to sell the 2024 Igniton Shares to the Company for the total net proceeds paid (the 2024 “Option”), payable at the Company’s option, in cash or shares of the Company’s Class A common stock having a value per share equal to the trailing 5-day average Volume-Weighted Average Price prior to the exercise of the 2024 Option. The amounts have been recorded within Additional paid-in capital and Noncontrolling interests within the Consolidated Statements of Changes in Equity.

During 2025, Igniton raised $7.4 million of private common equity financing.

As part of the 2025 equity financing, Igniton closed a sale of 194,782 shares of Igniton common stock (the “2025 Igniton Shares”) to certain funds managed by AWM Investment Company, Inc. (“AWM”) for total net proceeds of approximately $0.56 million. Igniton’s total proceeds included an approximately $0.07 million premium that was passed to the Company in exchange for the issuance to AWM of a non-transferable right granting AWM a one-time ability to sell the 2025 Igniton Shares to the Company for the total net proceeds paid (the “2025 Option”), payable at the Company’s option, in cash or shares of the Company’s Class A common stock having a value per share equal to the trailing 5-day average Volume-Weighted Average Price prior to the exercise of the 2025 Option. The amounts have been recorded within Additional paid-in capital and Noncontrolling interests within the Consolidated Statements of Changes in Equity.

Following the 2025 raise, Gaia continues to hold approximately two-thirds ownership interest and continues to consolidate its ownership interests in Igniton. The proceeds from the financing and follow-on investments are expected to be used by Igniton for product launches, general operating expenses and certain capital expenditures to support future growth.

The amounts from these transactions have been recorded within Additional paid-in capital and Noncontrolling interests within the Consolidated Statements of Changes in Equity.

16. Sale of Subsidiary to Related Party

On March 7, 2025, the Company’s Board voted to discontinue Food Matters Institute LTD, (“FMI”). We have presented the results of operations related to winding down this line of business as discontinued operations on the accompanying Consolidated Statements of Operations.

On November 4, 2025, Gaia completed a sale of all assets of its discontinued operations, FMI, under an asset purchase agreement to James Colquhoun, a holder of approximately 5% of the Gaia Inc.'s outstanding Class A Common Stock and employee of the company through January 2026. Mr. Colquhoun was a former Director from May 2020 through June 2023 and officer from June 2023 through June 2025. Gaia sold certain assets and liabilities, which consist of an acquired media library asset and a net payable of $97 thousand to Mr. Colquhoun in exchange for 82,000 shares of the Company's Class A common stock, net of adjustment at $356 thousand based on the closing stock price of $4.61 on November 4, 2025. The net book value of the FMI acquired media library on November 4, 2025 was $453 thousand. The transaction included a gain on disposal of the asset that was immaterial to the financial statements. Because Mr. Colquhoun is a shareholder owning more than 5% of Gaia Inc.'s outstanding equity securities, the transaction is considered a related party transaction under ASC 850, Related Party Disclosures.

The terms of the transaction were approved in accordance with the Company's authority matrix. The Company does not expect to have any continuing involvement or arrangements with the related party buyer. On the transaction date of November 4, 2025, there wasno receivable from Mr. Colquhoun. No amounts are due to Mr. Colquhoun related to this transaction including commitments, guarantees or contingent considerations.

17. Subsequent Events

Management evaluated events occurring subsequent to December 31, 2025 through March 6, 2026 and determined that no material recognizable subsequent events occurred.