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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 March 31, 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

GAIA, INC.

(Exact name of registrant as specified in its charter)

CO LORADO |  | 84-1113527
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

833 WEST SOUTH BOULDER ROAD,

LOUISVILLE, CO LORADO 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 class | Trading Symbol(s) | Name of each exchange on which registered
Class A Common Stock | GAIA | NASDAQ 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:

Class |  | Outstanding at May 4, 2026
Class A Common Stock ($0.0001 par value) |  | 19,914,176
Class B Common Stock ($0.0001 par value) |  | 5,400,000

GAIA, INC.

FORM 10-Q

INDEX

PART I—FINANCIAL INFORMATION |
Item 1. | Financial Statements (Unaudited): | 3
| Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | 4
| Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2026 and 2025 | 5
| Condensed Consolidated Statements of Changes in Equity (unaudited) for the three months ended March 31, 2026 and 2025 | 6
| Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and 2025 | 7
| Notes to Condensed Consolidated Financial Statements | 8
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18
Item 4. | Controls and Procedures | 19
PART II—OTHER INFORMATION | 20
Item 1. | Legal Proceedings | 20
Item 1A. | Risk Factors | 20
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 20
Item 3. | Defaults Upon Senior Securities | 20
Item 5. | Other Information | 20
Item 6. | Exhibits | 21
| SIGNATURES | 22

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Sta tements (Unaudited)

Unaudited Condensed Consolidated Financial Statements

We have prepared our unaudited condensed consolidated financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). While certain information and note disclosures normally included in annual audited financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to these rules and regulations, we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly, in all material respects, our condensed consolidated balance sheets as of March 31, 2026, the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, the condensed consolidated statements of changes in equity for the three months ended March 31, 2026 and 2025, and condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025. Operating results for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results that may be expected for a full year or any future period. The consolidated balance sheet as of December 31, 2025 was derived from our annual audited consolidated financial statements included in our Annual Report on Form 10-K. These condensed consolidated financial statements have not been audited. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with our annual audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2025.

3

GAIA, INC.

Condensed Consolida ted Balance Sheets (unaudited)

|  | March 31, |  |  | December 31, |
(in thousands, except share and per share data) |  | 2026 |  |  | 2025 |
ASSETS |  |  |  |  |  |
Current assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 13,098 |  |  | $ | 13,540 |
Accounts receivable |  |  | 5,446 |  |  |  | 5,437 |
Prepaid expenses and other current assets |  |  | 3,492 |  |  |  | 3,527 |
Total current assets |  |  | 22,036 |  |  |  | 22,504 |
Media library, net |  |  | 39,338 |  |  |  | 39,133 |
Operating right-of-use asset, net |  |  | 8,659 |  |  |  | 8,836 |
Property and equipment, net |  |  | 27,451 |  |  |  | 26,963 |
Technology license, net |  |  | 14,541 |  |  |  | 14,743 |
Investments and other intangible assets, net |  |  | 8,547 |  |  |  | 8,488 |
Goodwill |  |  | 33,982 |  |  |  | 33,982 |
Total assets |  | $ | 154,554 |  |  | $ | 154,649 |
LIABILITIES AND EQUITY |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |
Accounts payable |  | $ | 15,071 |  |  | $ | 15,224 |
Accrued and other liabilities |  |  | 2,732 |  |  |  | 3,396 |
Long-term debt, current portion |  |  | 227 |  |  |  | 227 |
Operating lease liability, current portion |  |  | 629 |  |  |  | 614 |
Deferred revenue |  |  | 20,539 |  |  |  | 18,502 |
Total current liabilities |  |  | 39,198 |  |  |  | 37,963 |
Long-term debt, net of current portion |  |  | 5,395 |  |  |  | 5,452 |
Operating lease liability, net of current portion |  |  | 8,338 |  |  |  | 8,501 |
Deferred taxes, net |  |  | 617 |  |  |  | 603 |
Total liabilities |  |  | 53,548 |  |  |  | 52,519 |
Commitments and contingencies (Note 8) |  |  |  |  |  |
Equity: |  |  |  |  |  |
Gaia, Inc. shareholders’ equity: |  |  |  |  |  |
Class A common stock, $0.0001 par value, 150,000,000 shares authorized, 20,035,340 and 19,709,325 shares issued, 19,888,535 and 19,562,520 shares outstanding at March 31, 2026 and December 31, 2025, respectively |  |  | 2 |  |  |  | 2 |
Class B common stock, $0.0001 par value, 50,000,000 shares authorized, 5,400,000 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively |  |  | 1 |  |  |  | 1 |
Additional paid-in capital |  |  | 183,715 |  |  |  | 183,393 |
Treasury stock at cost: 146,805 shares as of March 31, 2026 and December 31, 2025, respectively |  |  | (525 | ) |  |  | (525 | )
Accumulated deficit |  |  | (96,177 | ) |  |  | (94,922 | )
Total Gaia, Inc. shareholders' equity |  |  | 87,016 |  |  |  | 87,949 |
Noncontrolling interests |  |  | 13,990 |  |  |  | 14,181 |
Total equity |  |  | 101,006 |  |  |  | 102,130 |
Total liabilities and equity |  | $ | 154,554 |  |  | $ | 154,649 |

See accompanying notes to the unaudited condensed consolidated financial statements.

4

GAIA, INC.

Condensed Consolidated S tatements of Operations (unaudited)

|  | For the Three Months Ended March 31, |
(in thousands, except per share data) |  | 2026 |  |  | 2025 |
Revenues, net |  | $ | 24,313 |  |  | $ | 23,840 |
Cost of revenues |  |  | 3,407 |  |  |  | 2,935 |
Gross profit |  |  | 20,906 |  |  |  | 20,905 |
Operating Expenses: |  |  |  |  |  |
Selling and operating |  |  | 20,001 |  |  |  | 20,022 |
Corporate, general and administration |  |  | 2,333 |  |  |  | 1,897 |
Total operating expenses |  |  | 22,334 |  |  |  | 21,919 |
Loss from operations |  |  | (1,428 | ) |  |  | (1,014 | )
Interest and other income, net |  |  | 16 |  |  |  | (136 | )
Loss before income taxes |  |  | (1,412 | ) |  |  | (1,150 | )
Income tax expense |  |  | 34 |  |  |  | 48 |
Loss from continuing operations |  |  | (1,446 | ) |  |  | (1,198 | )
Loss from discontinued operations |  |  | — |  |  |  | (21 | )
Net loss |  |  | (1,446 | ) |  |  | (1,219 | )
Net loss attributable to noncontrolling interests |  |  | (191 | ) |  |  | (205 | )
Net loss attributable to common shareholders |  | $ | (1,255 | ) |  | $ | (1,014 | )
Loss per share: |  |  |  |  |  |
Basic |  |  |  |  |  |
Continuing operations (attributable to common shareholders) |  | $ | (0.05 | ) |  | $ | (0.04 | )
Discontinued operations |  |  | — |  |  |  | — |
Basic loss per share |  | $ | (0.05 | ) |  | $ | (0.04 | )
Diluted |  |  |  |  |  |
Continuing operations (attributable to common shareholders) |  | $ | (0.05 | ) |  | $ | (0.04 | )
Discontinued operations |  |  | — |  |  |  | — |
Diluted loss per share |  | $ | (0.05 | ) |  | $ | (0.04 | )
Weighted-average shares outstanding: |  |  |  |  |  |
Basic |  |  | 24,995 |  |  |  | 24,349 |
Diluted |  |  | 24,995 |  |  |  | 24,349 |

See accompanying notes to the condensed consolidated financial statements.

5

GAIA, INC.

Condensed Consolidated Stat ements of Changes in Equity (unaudited)

(in thousands, except shares) | Common Stock Shares |  | Accumulated Deficit |  | Common Stock Amount |  | Treasury Stock Amount |  | Additional Paid-in Capital |  | Non-controlling interests |  | Total Equity |
Balance at December 31, 2025 |  | 24,962,338 |  | $ | (94,922 | ) | $ | 3 |  | $ | (525 | ) | $ | 183,393 |  | $ | 14,181 |  | $ | 102,130 |
Issuance of Gaia, Inc. common stock for employee stock purchase plan |  | 10,644 |  |  | — |  |  | — |  |  | — |  |  | 33 |  |  | — |  |  | 33 |
Issuance of Gaia, Inc. common stock for RSU releases |  | 336,290 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Share repurchase related to Section 16 Officer tax coverage exchange |  | (20,737 | ) |  | — |  |  | — |  |  | — |  |  | (57 | ) |  | — |  |  | (57 | )
Share-based compensation |  | — |  |  | — |  |  | — |  |  | — |  |  | 346 |  |  | — |  |  | 346 |
Net loss |  | — |  |  | (1,255 | ) |  | — |  |  | — |  |  | — |  |  | (191 | ) |  | (1,446 | )
Balance at March 31, 2026 |  | 25,288,535 |  | $ | (96,177 | ) | $ | 3 |  | $ | (525 | ) | $ | 183,715 |  | $ | 13,990 |  | $ | 101,006 |
(in thousands, except shares) | Common Stock Shares |  | Accumulated Deficit |  | Common Stock Amount |  | Treasury Stock Amount |  | Additional Paid-in Capital |  | Non-controlling interests |  | Total Equity |
Balance at December 31, 2024 |  | 23,401,955 |  | $ | (90,428 | ) | $ | 3 |  | $ | (169 | ) | $ | 171,269 |  | $ | 13,338 |  | $ | 94,013 |
Issuance of Gaia, Inc. common stock in public offering |  | 1,600,000 |  |  | — |  |  | — |  |  | — |  |  | 6,986 |  |  | — |  |  | 6,986 |
Issuance of Gaia, Inc. common stock for employee stock purchase plan |  | 5,696 |  |  | — |  |  | — |  |  | — |  |  | 22 |  |  | — |  |  | 22 |
Share-based compensation |  | — |  |  | — |  |  | — |  |  | — |  |  | 323 |  |  | — |  |  | 323 |
Net loss |  | — |  |  | (1,014 | ) |  | — |  |  | — |  |  | — |  |  | (205 | ) |  | (1,219 | )
Balance at March 31, 2025 |  | 25,007,651 |  | $ | (91,442 | ) | $ | 3 |  | $ | (169 | ) | $ | 178,600 |  | $ | 13,133 |  | $ | 100,125 |

See accompanying notes to the condensed consolidated financial statements.

6

GAIA, INC.

Condensed Consolidated S tatements of Cash Flows (unaudited)

|  | For the Three Months Ended March 31, |
(in thousands) |  | 2026 |  |  | 2025 |
Cash flows from operating activities: |  |  |  |  |  |
Net loss |  | $ | (1,446 | ) |  | $ | (1,219 | )
Adjustments to reconcile net loss to net cash provided by operating activities: |  |  |  |  |  |
Media library amortization |  |  | 2,736 |  |  |  | 2,589 |
Depreciation and amortization |  |  | 1,880 |  |  |  | 2,148 |
Non-cash operating lease expense |  |  | 181 |  |  |  | 213 |
Share-based compensation expense |  |  | 346 |  |  |  | 323 |
Additions to media library |  |  | (2,719 | ) |  |  | (2,551 | )
Changes in operating assets and liabilities: |  |  |  |  |  |
Accounts receivable |  |  | (9 | ) |  |  | (71 | )
Other receivables |  |  | — |  |  |  | (1 | )
Prepaid expenses and other current assets |  |  | (72 | ) |  |  | (1,250 | )
Accounts payable |  |  | (639 | ) |  |  | (223 | )
Accrued and other liabilities |  |  | (802 | ) |  |  | (776 | )
Deferred revenue |  |  | 2,037 |  |  |  | 2,116 |
Net cash provided by operating activities |  |  | 1,493 |  |  |  | 1,298 |
Cash flows from investing activities: |  |  |  |  |  |
Issuance of short-term note |  |  | (230 | ) |  |  | — |
Additions to property and equipment |  |  | (1,624 | ) |  |  | (1,030 | )
Net cash used in investing activities |  |  | (1,854 | ) |  |  | (1,030 | )
Cash flows from financing activities: |  |  |  |  |  |
Proceeds from short-term borrowings |  |  | 3,000 |  |  |  | 5,000 |
Repayment of short-term debt |  |  | (3,057 | ) |  |  | (5,046 | )
Proceeds from the issuance of common stock |  |  | 33 |  |  |  | 7,008 |
Share repurchase related to Section 16 Officer tax coverage exchange |  |  | (57 | ) |  |  | — |
Net cash (used in) provided by financing activities |  |  | (81 | ) |  |  | 6,962 |
Net change in cash and cash equivalents |  |  | (442 | ) |  |  | 7,230 |
Cash and cash equivalents, beginning of period |  |  | 13,540 |  |  |  | 5,860 |
Cash and cash equivalents, end of period |  | $ | 13,098 |  |  | $ | 13,090 |
Supplemental disclosure of cash flow information |  |  |  |  |  |
Cash paid for interest |  | $ | 120 |  |  | $ | 137 |
Cash paid for income taxes |  | $ | 15 |  |  | $ | — |
Supplemental schedule of non-cash investing and financing activities |  |  |  |  |  |
Additions to property and equipment in Accounts payable |  | $ | 486 |  |  | $ | 103 |
Partial settlement of note receivable in exchange for non-current assets |  | $ | 115 |  |  | $ | - |

See accompanying notes to the condensed consolidated financial statements.

7

Notes to Condensed Cons olidated Financial Statements

References in this report to “we”, “us”, “our”, the “Company” or “Gaia” refer to Gaia, Inc. and its consolidated subsidiaries, unless we indicate otherwise. All textual currency references are expressed in thousands of U.S. dollars (unless otherwise indicated).

1. Organization, Nature of Operations, and Principles of Consolidation

Gaia, Inc. operates a global digital video subscription service and on-line community that strives to connect a unique and underserved member base. Our digital content library includes o ver 10,000 titles, w ith a growing selection of titles available in Spanish, German and French. Our members have unlimited access to this vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation-related content and more –90% of which is exclusively available to our members for digital streaming on most internet-connected devices anytime, anywhere, commercial free.

Our mission is to create a transformational network that empowers a global conscious community. Content on our network is currently organized into four primary channels—Yoga, Transformation, Alternative Healing, and Seeking Truth—and delivered directly to our members through our streaming platform. We curate programming for these channels by producing content in our in-house production studios with a staff of media professionals. This produced and owned content currently comprises approximately 75% of our members’ viewing time. We complement our produced and owned content through long term licensing agreements.

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with GAAP, and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results.

Use of Estimates and Reclassifications

The preparation of the condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying condensed 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.

Reclassifications of Previously Issued Financial Statements

We have made certain reclassifications to prior period amounts to conform to the current period presentations. These reclassifications had no impact on previously reported total net income (loss), total cash flows, or total stockholders’ equity. As disclosed below, the Company’s Board voted to discontinue its stand-alone business unit selling transactional courses and, as such, we reclassified the results of operations for this business unit in our condensed consolidated financial statements for the three months ended March 31, 2025.

Discontinued Operations

On March 7, 2025, the Company’s Board voted to discontinue its stand-alone business unit selling transactional courses, which represented approximately $0, and $0.2 million of revenue for the three months ended March 31, 2026 and 2025, respectively. We have presented the results of operations related to winding up this line of business as discontinued operations on the accompanying condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2025. The following recently issued accounting pronouncements are being evaluated but have not yet been 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.

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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.

2. Revenue Recognition

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 third-party platform partners (“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.

3. Equity and Share-Based Compensation

During the three months ended March 31, 2026 and 2025, we recognized approximately $0.3 million and $0.3 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 condensed consolidated statements of operations. There we re no options exercised during the three months ended March 31, 2026 and 2025.

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.

4. 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, Boulder Road and Westside (collectively, 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, 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 and are 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 ma i ntain a Net Operating Income to Debt Service Coverage Ratio of not less than 1.25 to 1.00. As compliance is not required until December 31, 2026,

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the Company was not required to test compliance with the financial covenants as of March 31, 2026. The 2025 Mortgage Loan has a remaining balance of $11.2 million as of March 31, 2026.

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

(in thousands) |  |  |
2026 |  | $ | 170 |
2027 |  |  | 227 |
2028 |  |  | 227 |
2029 |  |  | 227 |
2030 |  |  | 4,770 |
|  | $ | 5,622 |

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 March 31, 2026, the Company had $10.0 million of available borrowing capacity under the revolving credit facility and there was no outstanding balance as of March 31, 2026.

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 March 31, 2026 and December 31, 2025, the Company was in compliance with all related covenants.

5. Leases

In connection with the sale of a portion of our corporate campus as further discussed in Note 4, 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 two five-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 March 31, 2026, the weighted average remaining lease term was 9.5 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:

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|  | As of March 31, |  |  | As of December 31, |
(in thousands) |  | 2026 |  |  | 2025 |
Operating right-of-use asset, net |  | $ | 8,659 |  |  | $ | 8,836 |
Operating lease liability, current portion |  | $ | 629 |  |  | $ | 614 |
Operating lease liability, net of current portion |  |  | 8,338 |  |  |  | 8,501 |
|  | $ | 8,967 |  |  | $ | 9,115 |

|  | For the Three Months Ended March 31, |  | For the Three Months Ended March 31, |
(in thousands) |  | 2026 |  | 2025 |
Cash paid for operating lease liabilities |  | 264 |  | $ | 257 |

Operating lease expense is recognized on a straight-line basis over the lease term. Our operating lease expense was $0.3 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026, and for the subsequent years ending December 31, future maturity is as follows:

(in thousands) |  |  |
2026 |  | $ | 800 |
2027 |  |  | 1,093 |
2028 |  |  | 1,123 |
2029 |  |  | 1,154 |
2030 |  |  | 1,186 |
Thereafter |  |  | 6,089 |
Future lease payments, gross |  |  | 11,445 |
Less: Imputed interest |  |  | (2,478 | )
Operating lease liability |  | $ | 8,967 |

6. 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 utilizing the treasury stock method.

The weighted-average diluted shares outstanding computation is:

|  | For the Three Months Ended March 31, |
(in thousands, except per share data) |  | 2026 |  |  | 2025 |
Loss per share, basic and diluted: |  |  |  |  |  |
Net loss attributable to common shareholders |  | $ | (1,255 | ) |  | $ | (1,014 | )
Shares used in computation: |  |  |  |  |  |
Weighted-average common stock outstanding |  |  | 24,995 |  |  |  | 24,349 |
Weighted-average number of shares |  |  | 24,995 |  |  |  | 24,349 |
Loss per share, basic and diluted |  | $ | (0.05 | ) |  | $ | (0.04 | )

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:

|  | For the Three Months Ended March 31, |
(in thousands) |  | 2026 |  |  | 2025 |
Employee stock options, restricted stock units, and performance-based restricted stock units |  |  | 2,274 |  |  |  | 1,485 |

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7. Income Taxes

Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. Based on our historical operating losses, combined with our plans to continue to invest in our revenue growth and content library, we have a full valuation allowance on our deferred tax assets as of March 31, 2026. As of March 31, 2026, our net operating loss carryforwards on a gross basis were $87.0 million and $30.9 million for federal and state, respectively, of which $7.8 million in federal net operating losses expire in 2037. Net operating losses generated in 2018 and be yond do not expire.

8. 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 March 31, 2026, 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.

9. Segment and Geographic Information

The Company operates as one 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 and the 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 segmen t for the three months ended March 31, 2026 and 2025:

|  | For the Three Months Ended March 31, |
(in thousands, except per share data) |  | 2026 |  |  | 2025 |
Revenues, net |  | $ | 24,313 |  |  | $ | 23,840 |
Cost of revenues |  |  | 3,407 |  |  |  | 2,935 |
Gross profit |  |  | 20,906 |  |  |  | 20,905 |
Operating Expenses: |  |  |  |  |  |
Selling and operating |  |  | 20,001 |  |  |  | 20,022 |
Corporate, general and administration |  |  | 2,333 |  |  |  | 1,897 |
Total operating expenses |  |  | 22,334 |  |  |  | 21,919 |
Loss from operations |  |  | (1,428 | ) |  |  | (1,014 | )
Interest and other income, net |  |  | 16 |  |  |  | (136 | )
Loss before income taxes |  |  | (1,412 | ) |  |  | (1,150 | )
Income tax expense |  |  | 34 |  |  |  | 48 |
Loss from continuing operations |  | $ | (1,446 | ) |  | $ | (1,198 | )
Loss from discontinued operations |  |  | — |  |  |  | (21 | )
Net loss |  | $ | (1,446 | ) |  | $ | (1,219 | )
Net loss attributable to noncontrolling interests |  |  | (191 | ) |  |  | (205 | )
Net loss attributable to common shareholders |  | $ | (1,255 | ) |  | $ | (1,014 | )

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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, which are determined based on the member's billing location.

The following represents geographical data for our operations:

|  | For the Three Months Ended March 31, |
(in thousands) |  | 2026 |  |  | 2025 |
Revenue: |  |  |  |  |  |
United States |  | $ | 13,758 |  |  | $ | 14,221 |
International |  |  | 10,555 |  |  |  | 9,619 |
|  | $ | 24,313 |  |  | $ | 23,840 |

10. Goodwill and Investment and Other Assets, Net

Goodwill

We perform a qualitative test for goodwill impairment any time there is a triggering event and at least annually and determined that goodwill was not impaired. Goodwill was $34.0 million as of March 31, 2026 and as of December 31, 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, of which $0.5 million was accrued for as a liability as of March 31, 2026, and will be settled in cash during 2026. 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 were no other adjustments to goodwill during the period. There was no impairment of goodwill during the three months ended March 31, 2026 and 2025.

The following table presents unaudited pro forma revenue and earnings for the three months ended March 31, 2025 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:

|  | For the Three Months Ended March 31, |
(in thousands) |  | 2025 |
Revenues, net |  | $ | 24,501 |
Net loss |  | $ | (1,068 | )

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 representative of the operating results of the combined companies for any future dates or periods.

Investments and Other Assets, Net

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 24 and 48 months and domain names.

Investments and other assets, net consist of the following as of March 31, 2026 and December 31, 2025:

|  | As of March 31, |  |  | December 31, |
(in thousands) |  | 2026 |  |  | 2025 |
Investments |  | $ | 7,654 |  |  | $ | 7,540 |
Other intangible assets, net |  |  | 893 |  |  |  | 948 |
Investments and other intangible assets, net |  | $ | 8,547 |  |  | $ | 8,488 |

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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 condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025:

(in thousands) |  | March 31, 2026 |  |  | December 31, 2025 |
Amortizable Intangible Assets |  |  |  |  |  |
Customer relationships |  | $ | 2,440 |  |  | $ | 2,440 |
Accumulated amortization |  |  | (2,110 | ) |  |  | (2,055 | )
Customer relationships, net |  | $ | 330 |  |  | $ | 385 |
Tradenames |  | $ | 270 |  |  | $ | 270 |
Accumulated amortization |  |  | (270 | ) |  |  | (270 | )
Tradenames, net |  | $ | — |  |  | $ | — |
Unamortized Intangible Assets |  |  |  |  |  |
Domain names |  | $ | 563 |  |  | $ | 563 |
Other intangible assets, net |  | $ | 893 |  |  | $ | 948 |

The customer related intangible assets are amortized on a straight-line basis over 24 and 48 months. Amortization expense wa s $55 thousand and $142 thousand for three months ended March 31, 2026 and 2025, 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 18 months. Future amortization of our amortizable intangible assets as of March 31, 2026 is expected to be $165 thousand and $165 thousand for the remainder of the year ended December 31, 2026 and December 31, 2027, respectively.

On September 30, 2025, Gaia entered into a cost method investment in 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 the three months ended March 31, 2026, no impairment was recognized.

11. Technology License

In April 2024, the Company's subsidiary, Igniton, Inc., a Colorado corporation (“Igniton”), purchased a royalty free perpetual license for $16.2 million. 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 March 31, 2026:

(in thousands) |  | March 31, 2026 |
Technology license |  | $ | 16,156 |
Accumulated amortization |  |  | (1,615 | )
Technology license, net |  | $ | 14,541 |

The license is amortized on a straight-line basis over 20 years. Amortization expense wa s $202 thousand for three months ended March 31, 2026 and 2025, respectively.

12. Subsequent Events

As of May 4, 2026, Management has evaluated and determined there were no subsequent events as of the filing of this Form 10-Q.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend,” “may,” “might,”

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“objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Risks and uncertainties that could cause actual results to differ include, without limitation: our ability to attract new members and retain existing members; our ability to compete effectively, including for customer engagement with different modes of entertainment; maintenance and expansion of device platforms for streaming; fluctuation in customer usage of our service; fluctuations in quarterly operating results; service disruptions; production risks; general economic conditions; future losses; loss of key personnel; price changes; brand reputation; acquisitions; new initiatives we undertake; security and information systems; legal liability for website content; failure of third parties to provide adequate service; future internet-related taxes; our founder’s control of us; litigation; consumer trends; the effect of government regulation and programs; the impact of public health threats; and other risks and uncertainties included in our filings with the SEC. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our views only as of the date of this report. We undertake no obligation to update any forward-looking information.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report. This section is designed to provide information that will assist readers in understanding our unaudited consolidated financial statements, changes in certain items in those statements from year to year, the primary factors that caused those changes and how certain accounting principles, policies and estimates affect the consolidated financial statements.

Overview and Outlook

We operate a global digital video subscription service with a library of over 10,000 titles, with live communications and live events with a growing selection of titles available in Spanish, German and French that caters to a unique, 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 library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, live events, and more – 90% of which is exclusively available to our members for digital streaming on most internet-connected devices. Gaia’s position in the streaming video landscape is firmly supported by its wide variety of exclusive and unique content, which provides a complementary offering to other entertainment-based streaming video services. Our original content is developed and produced in-house in our lifestyle campus near Boulder, Colorado. By offering exclusive and unique content through our streaming service, we believe we will be able to significantly expand our target member base.

Our available content is currently focused on yoga, transformation, alternative healing, seeking truth and conscious films. This content is specifically targeted to a unique member base that is interested in alternative content provided by mainstream media. We have grown these content options both organically through our own productions and through strategic acquisitions or licensing. In addition, through our investments in our streaming video technology and our user interface, we have expanded the many ways our subscription member base can access our unique library of media titles.

Our core strategy is to grow our subscription business domestically and internationally by expanding our unique and exclusive content library, enhancing our user interface, extending our streaming service to new internet-connected devices as they are developed and creating a conscious community built around our content.

We are a Colorado corporation. Our principal and executive office is located at 833 West South Boulder Road, Louisville, Colorado 80027-2452. Our telephone number at that address is (303) 222-3600.

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Results of Operations

The table below summarizes certain detail of our financial results for the periods indicated:

|  | For the Three Months Ended March 31, |
(in thousands, except per share data) |  | 2026 |  |  | 2025 |
Revenues, net |  | $ | 24,313 |  |  | $ | 23,840 |
Cost of revenues |  |  | 3,407 |  |  |  | 2,935 |
Gross profit |  | $ | 20,906 |  |  | $ | 20,905 |
Selling and operating |  |  | 20,001 |  |  |  | 20,022 |
Corporate, general and administration |  |  | 2,333 |  |  |  | 1,897 |
Loss from operations |  |  | (1,428 | ) |  |  | (1,014 | )
Interest and other income, net |  |  | 16 |  |  |  | (136 | )
Loss before income taxes |  |  | (1,412 | ) |  |  | (1,150 | )
Income tax expense |  |  | 34 |  |  |  | 48 |
Loss from continuing operations |  |  | (1,446 | ) |  |  | (1,198 | )
Loss from discontinued operations |  |  | — |  |  |  | (21 | )
Net loss |  | $ | (1,446 | ) |  | $ | (1,219 | )
Net loss attributable to noncontrolling interests |  |  | (191 | ) |  |  | (205 | )
Net loss attributable to common shareholders |  | $ | (1,255 | ) |  | $ | (1,014 | )

The following table sets forth certain financial data as a percentage of revenues, net for the periods indicated:

|  | For the Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Revenues, net |  |  | 100.0 | % |  |  | 100.0 | %
Cost of revenues |  |  | 14.0 | % |  |  | 12.3 | %
Gross profit margin |  |  | 86.0 | % |  |  | 87.7 | %
Operating expenses: |  |  |  |  |  |
Selling and operating |  |  | 82.3 | % |  |  | 84.0 | %
Corporate, general and administration |  |  | 9.6 | % |  |  | 8.0 | %
Total operating expenses |  |  | 91.9 | % |  |  | 91.9 | %
Loss from operations |  |  | (5.9 | )% |  |  | (4.3 | )%
Other income, net |  |  | 0.1 | % |  |  | (0.6 | )%
Loss before income taxes |  |  | (5.8 | )% |  |  | (4.8 | )%
Income tax expense (benefit) |  |  | 0.1 | % |  |  | 0.2 | %
Loss from continuing operations |  |  | (5.9 | )% |  |  | (5.0 | )%
Loss from discontinued operations |  |  | 0.0 | % |  |  | (0.1 | )%
Net loss |  |  | (5.9 | )% |  |  | (5.1 | )%
Net loss attributable to noncontrolling interests |  |  | (0.8 | )% |  |  | (0.9 | )%
Net loss attributable to common shareholders |  |  | (5.2 | )% |  |  | (4.3 | )%

Three months ended March 31, 2026 compared to the three months ended March 31, 2025

Revenues, net. Revenues increased $0.5 million, or 2.0%, to $24.3 million during the three months ended March 31, 2026, compared to $23.8 million during the three months ended March 31, 2025. The increase was driven by improvements in Average Revenue Per User (“ARPU”) due to the increase in subscription prices and an increase in other revenue.

Cost of revenues. Cost of revenues increased $0.5 million or 16.1% to $3.4 million during the three months ended March 31, 2026, compared to $2.9 million during the three months ended March 31, 2025, which primarily relates to the increase in revenues and revenue mix. Gross profit margin declined during the three months ended March 31, 2026 to 86.0% from 87.7% for the three months ended March 31, 2025. The three months ended March 31, 2026 benefited from a one-time adjustment in royalty expense.

Selling and operating expenses. Selling and operating expenses stayed flat at $20.0 million during the three months ended March 31, 2026, compared to $20.0 million for the three months ended March 31, 2025. As a percentage of net revenues, selling and operating expenses decreased to 82.3% for the three months ended March 31, 2026 compared to 84.0% for the three months ended March 31, 2025.

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Corporate, general and administration expenses. Corporate, general and administration expenses increased $0.4 million to $2.3 million for three months ended March 31, 2026 from $1.9 million for three months ended March 31, 2025. As a percentage of net revenues, these expenses increased to 9.6% for the three months ended March 31, 2026 from 8.0% for the three months ended March 31, 2025. The increase was primarily driven by legal fees, accounting and audit fees, and higher incentive compensation costs during the three months ended March 31, 2026.

Seasonality

Our revenues and results of operations have fluctuated in the past, and will likely continue to fluctuate, on a quarterly basis. Such fluctuation is the result of a seasonal pattern that reflects variations when consumers are typically spending more time indoors and, as a result, tend to increase their viewing, similar to those of general video streaming services. This drives quarterly variations in our spending on member acquisition efforts and affects the net subscriber change each quarter but does not result in a corresponding seasonality in net revenue. As we continue to expand internationally, we also expect regional seasonality trends to demonstrate more predictable seasonal patterns as our service offering in each market becomes more established and we have a longer history to assess such patterns.

Liquidity and Capital Resources

Our capital needs arise from working capital required to fund operations, capital expenditures related to acquisition and development of media content, development and marketing of our digital platforms, acquisitions of new businesses and other investments, replacements, expansions and improvements to our infrastructure and future growth. These capital requirements depend on numerous factors, including the rate of market acceptance of our offerings, our ability to expand our customer base, the cost of ongoing upgrades to our offerings, our expenditures for marketing and other factors. Additionally, we will continue to pursue opportunities to expand our media libraries, evaluate possible investments in businesses and technologies and increase our marketing as needed.

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 and are 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 ma i ntain a Net Operating Income to Debt Service Coverage Ratio of not less than 1.25 to 1.00. The 2025 Mortgage Loan has a remaining balance of $11.2 million as of March 31, 2026.

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 bore interest at a fixed rate of 3.75% per annum, and was scheduled to mature on December 28, 2025 before being refinanced by the Borrower with the proceeds from the 2025 Mortgage Loan as discussed above.

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. There was no outstanding balance as of March 31, 2026.

On September 30, 2025, Gaia entered into a cost method investment in Orion Architect LLC (“Orion”) for $2 million according to ASC Topic 321. The Company has less than 10% ownership and 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.

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We began to generate positive cash flows from operations in 2020 and have continued to generate positive cash flows from operations each subsequent quarter. We expect to continue generating positive cash flows from operations during 2026. We generated approximately $1.5 million in cash flows from operations during three months ended March 31, 2026, which helped fund the ongoing investment in our content library and the technology platform we use to deliver the content to our members.

We intend to invest approximately 15%-20% of our revenues each year to support continued investment in our content library and technology platform. This spending is entirely discretionary in nature with no contractual commitments and due to our in-house production capabilities, we can scale our content investment based on the cash flows generated from operations if necessary to ensure we have sufficient liquidity to operate our business into the future. As of March 31, 2026, our cash balance was $13.1 million.

As described in Note 11, in April 2024, the Company's subsidiary, Igniton, Inc., a Colorado corporation (“Igniton”), purchased a royalty free perpetual license for $16.2. This license is recorded within the Technology license, net line item on the consolidated balance sheets.

In the normal course of our business, we investigate, evaluate and discuss acquisition, joint venture, minority investment, strategic relationship and other business combination opportunities in our market. For any future investment, acquisition or joint venture opportunities, we may consider using then-available liquidity, issuing equity securities or incurring indebtedness.

While there can be no assurances, we believe our cash on hand, cash expected to be generated from operations, and potential capital raising capabilities should be sufficient to fund our operations on both a short-term and long-term basis. However, our projected cash needs may change as a result of acquisitions, product development, unforeseen operational difficulties or other factors.

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”). We sold the Shares to the Underwriters at the public offering price of $5.00 per share, less underwriting discounts and commissions, resulting in net proceeds of $7.0 million. 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.

Cash Flows

The following table summarizes our sources (uses) of cash during the periods presented:

|  | For the Three Months Ended March 31, |
(in thousands) |  | 2026 |  |  | 2025 |
Net cash provided by (used in): |  |  |  |  |  |
Operating activities |  | $ | 1,493 |  |  | $ | 1,298 |
Investing activities |  | $ | (1,854 | ) |  | $ | (1,030 | )
Financing activities |  | $ | (81 | ) |  | $ | 6,962 |
Net increase (decrease) in cash |  | $ | (442 | ) |  | $ | 7,230 |

The three months ended March 31, 2026 compared to three months ended March 31, 2025

Operating activities. Cash flows provided by operations increased approximately $0.2 million during the three months ended March 31, 2026 compared to the same period in 2025. The increase was driven by changes in earnings and the timing of working capital.

Investing activities. Cash flows used in investing activities increased approximately $0.8 million during the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily driven by purchases related to other fixed assets during the three months ended March 31, 2026.

Financing activities. Cash flows provided by financing activities decreased $7.0 million during the three months ended March 31, 2026 compared to the same period in 2025 due to proceeds from the issuance of common stock during the three months ended March 31, 2025.

Item 3. Quantitative and Qualitati ve Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon its evaluation as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q were effective at a reasonable assurance level. Management, including our Chief Executive Officer and Chief Financial Officer, believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. L egal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 that we filed with the SEC on March 5, 2026.

Item 2. Unregi stered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. D efaults Upon Senior Securities.

None.

Item 5. Other Information.

During the three months ended March 31, 2026, no director or officer of Gaia adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408(a) of Regulation S-K.

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Item 6. Exhibits

Exhibit No. |  | Description
31.1* |  | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2* |  | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1** |  | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** |  | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS |  | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH |  | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104 |  | The cover page for the Company's Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

* Filed herewith

** Furnished herewith

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SIGNA TURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | Gaia, Inc.
|  | (Registrant)
May 4, 2026 | By: | /s/ Kiersten Medvedich
Date |  | Kiersten Medvedich
|  | Chief Executive Officer
|  | (Principal Executive Officer)
May 4, 2026 | By: | /s/ Ned Preston
Date |  | Ned Preston
|  | Chief Financial Officer
|  | (Principal Financial and Accounting Officer)

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