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GAIA, INC

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

GAIA$1.30+1.2%Stored close · as of Nov 6, 2026
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United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30,2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-27517

(Exact name of registrant as specified in its charter)

COLORADO84-1113527
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)

833 WEST SOUTH BOULDER ROAD,

LOUISVILLE, COLORADO 80027

(Address of principal executive offices)

(303)222-3600

(Registrant’s telephone number, including area code)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common StockGAIANASDAQ Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐ NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

ClassOutstanding at August 6, 2026
Class A Common Stock ($0.0001 par value)20,025,793
Class B Common Stock ($0.0001 par value)5,400,000

FORM 10-Q

INDEX

PART I—FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited):3
Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2026 and December 31, 20254
Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2026 and 20255
Condensed Consolidated Statements of Changes in Equity (unaudited) for the three and six months ended June 30, 2026 and 20256
Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2026 and 20257
Notes to Unaudited Condensed Consolidated Financial Statements8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations14
Item 3.Quantitative and Qualitative Disclosures About Market Risk19
Item 4.Controls and Procedures19
PART II—OTHER INFORMATION20
Item 1.Legal Proceedings20
Item 1A.Risk Factors20
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds20
Item 3.Defaults Upon Senior Securities20
Item 5.Other Information20
Item 6.Exhibits21
SIGNATURES22
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