10-Q

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

☐ 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)

     COLORADO

     84-1113527

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification 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 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

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (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.

GAIA, INC.

Condensed Consolidated 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.

GAIA, INC.

Condensed Consolidated Statements 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

SEC Form 10-Q filed by Gaia Inc.