We performed an annual qualitative test for goodwill impairment in the fourth quarter of the year ended December 31, 2024 and determined that goodwill was not impaired. Goodwill was $32 million as of December 31, 2024 and $34 million as of September 30, 2025.

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, which was accrued for as a liability as of September 30, 2025, and will be settled in cash in subsequent periods, resulting in $2.0 million of goodwill which is expected to be deductible for tax purposes. 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.

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:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands)	2025			2024			2025			2024

Revenues, net	$	25,528		$	22,667		$	75,244		$	67,385
Net (loss) income	$	(1,345	)	$	(1,620	)	$	(4,434	)	$	(5,356	)

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 assets, net represents Gaia’s investments in entities for which we do not exercise significant influence or have significant ownership stake, as well as assets that are held for sale not in the ordinary course of business.

Other intangible assets, net include customer-related intangible assets amortized on a straight-line basis over 48 months and domain names.

Investments and other assets, net consist of the following as of September 30, 2025 and December 31, 2024:


(in thousands)	September 30, 2025		December 31, 2024
Other assets	$	7,533	$	5,540
Other intangible assets, net		1,133		1,118
Investments and other assets, net	$	8,666	$	6,658

On September 30, 2025, Gaia entered into a cost method investment 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 will be made at historical cost and adjusted only 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 will be recognized in net income.