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What changed in GAIA, INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GAIA, INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+118 added−105 removedSource: 10-K (2026-03-06) vs 10-K (2025-03-10)

Top changes in GAIA, INC's 2025 10-K

118 paragraphs added · 105 removed · 87 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe cannot provide assurance that we will prevail in any intellectual property disputes. 5 Website and Available Information Our corporate website, www.gaia.com, provides information about us, our history, goals and philosophy, as well as certain financial reports and corporate press releases.
Biggest changeWebsite and Available Information Our corporate website, www.gaia.com, provides information about us, our history, goals and philosophy, as well as certain financial reports and corporate press releases. Our website also features a library of information and articles on personal development and healthy lifestyles, along with an extensive offering of video content.
Our original content is developed and produced in-house in our lifestyle campus near Boulder, Colorado. Over 90% of our content is available for streaming exclusively on Gaia to most 1 internet-connected devices. By offering exclusive and unique content over a streaming service, we believe we will be able to significantly expand our target member base.
Our original content is developed and produced in-house on our lifestyle campus near Boulder, Colorado. Over 90% of our content is available for streaming exclusively on Gaia to most internet-connected devices. 1 By offering exclusive and unique content over a streaming service, we believe we will be able to significantly expand our target member base.
We make those reports available through our website, free of charge, as soon as reasonably practicable after these reports are filed or furnished with the Securities and Exchange Commission. We have included our website address only as inactive textual reference, the information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.
We make those reports available through our website, free of charge, as soon as reasonably practicable after these reports are filed or furnished with the Securities and Exchange Commission. 5 We have included our website address only as inactive textual reference, the information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.
Alternative Healing – Our Alternative Healing channel features content focused on food and nutrition, holistic healing, alternative and integrative medicines, and longevity. Blending modern science with cutting edge research around neuroplasticity, energy healing, aging, and wellness, this channel fuels our members’ pursuit of optimal health.
Alternative Healing – Our Alternative Healing channel features content focused on food and nutrition, holistic healing, meditation, alternative and integrative medicines, and longevity. Blending modern science with cutting edge research around neuroplasticity, energy healing, aging, and wellness, this channel fuels our members’ pursuit of optimal health.
Gaia believes the current size of our potential target market can be defined as approximately 15% of internet users that currently pay for a subscription streaming video service.
Gaia believes the current size of our potential target market can be defined as approximately 15% of streaming users that currently pay for a subscription streaming video service.
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 lifestyle campus with a staff of media professionals.
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 original content on our lifestyle campus with a staff of media professionals.
History In 2012, we launched our streaming video service and focused our efforts on growing domestically and internationally by expanding our streaming content, enhancing our user interface and extending our streaming content to even more internet-connected devices. In 2016, we divested all of our product businesses and focused on scaling our streaming video service and community.
History In 2013, we launched our streaming video service and focused our efforts on growing domestically and internationally by expanding our streaming content, enhancing our user interface and extending our streaming content to even more internet-connected devices. In 2016, we divested all of our product businesses and focused on scaling our streaming video service and community.
Our revenues are primarily derived from subscription fees for services related to streaming content to our members. See Note 2, Summary of Significant Accounting Policies – Segment Information , and Note 15, Segment Information and Geographic Information , in the accompanying notes to our consolidated financial statements for further detail.
Our revenues are primarily derived from subscription fees for services related to streaming content to our members. See Note 2, Summary of Significant Accounting Policies – Segment Information , and Note 14, Segment Information and Geographic Information , in the accompanying notes to our consolidated financial statements for further detail.
As of January 31, 2025, Gaia had 104 full time employees, all of which are located in the United States. None of our employees are covered by a collective bargaining agreement. We supplement our full-time employees with services provided by staffing organizations in other countries to support our customer service, content production and software engineering needs.
As of December 31, 2025, Gaia had 112 full time employees, all of which are located in the United States. None of our employees are covered by a collective bargaining agreement. We supplement our full-time employees with services provided by staffing organizations in other countries to support our customer service, content production and software engineering needs.
We believe that due to the exclusivity of our content, we are positioning ourselves as a complementary service to large general content providers such as television broadcasters, cable television channels, and an array of other entertainment based streaming services, including those that have recently launched.
We believe that due to the exclusivity of our content, we are positioning ourselves as a complementary service to large general content providers such as television broadcasters, cable television channels, and an array of other entertainment based streaming services, including those that have recently launched. Human Capital We view our employees and our culture as keys to our success.
Today, approximately 40% of our members are outside of the United States. Gaia+ Premium Membership and GaiaSphere – In 2019, we held our inaugural event at the GaiaSphere, a 300-person live event studio located on our campus in Colorado.
Today, approximately 40% of our members are outside of the United States. Gaia+ Premium Membership and GaiaSphere – The GaiaSphere is a 300-person live event studio located on our campus in Colorado.
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. Our Content Channels From the beginning, we have focused on establishing exclusive rights to unique content through in-house productions, licensing and strategic content acquisitions.
This original and owned content currently comprises over 75% of our members' viewing time. We complement our original and owned content through long-term licensing agreements. Over 98% of our titles are available worldwide. Our Content Channels From the beginning, we have focused on establishing exclusive rights to unique content through in-house productions, licensing and strategic content acquisitions.
Our in-house produced and owned content comprises approximately 75% of our members’ viewing time. Our licensed content has initial terms ranging predominately from 3 to 7.5 years.
Our original and owned content comprises approximately 80% of our members’ viewing time. Our licensed content has initial terms ranging predominately from 3 to 7.5 years.
Our ability to protect and enforce our intellectual property rights is subject to certain risks, and from time to time we encounter disputes over rights and obligations concerning intellectual property.
Our ability to protect and enforce our intellectual property rights is subject to certain risks, and from time to time we encounter disputes over rights and obligations concerning intellectual property. We cannot provide assurance that we will prevail in any intellectual property disputes.
Marketing We build awareness and demand for the Gaia brand through various channels focusing on mobile and video. Organic search, paid search, digital and social media, email marketing, ambassador marketing, as well as various strategic partnerships make up our continually optimized portfolio of member acquisition and retention tools.
Organic search, paid search, digital and social media, email marketing, influencer marketing, ambassador marketing, as well as various strategic partnerships make up our continually optimized portfolio of member acquisition and retention tools.
Our website also features a library of information and articles on personal development and healthy lifestyles, along with an extensive offering of video content. We believe our website provides us with an opportunity to deepen our relationships with our members and investors, educate them on a variety of issues and improve our service.
We believe our website provides us with an opportunity to deepen our relationships with our members and investors, educate them on a variety of issues and improve our service.
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Seasonality Our member base reflects seasonal variations driven primarily by periods when consumers typically spend more time indoors and, as a result, tend to increase their viewing, similar to those of traditional TV and cable networks. We have generally experienced the greatest member growth in the fourth and first quarters (October through February), and slowest during May through August.
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We use AI to refine our technology, user interfaces, recommendation algorithms and delivery infrastructure to improve the member experience. Furthermore, we use AI to drive efficiency and productivity improvement for our corporate business processes.
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This drives quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but does not result in a corresponding seasonality in net revenue.
Added
AI Offerings - We continue to enhance and add to our offerings through new technological developments including the use of generative AI which is a rapidly evolving technology. Marketing We build awareness and demand for the Gaia brand through various channels focusing on mobile and video.
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As we continue to expand internationally, we 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. Human Capital We view our employees and our culture as keys to our success.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFurther, if excessive numbers of members cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate in order to replace these members with new members. 6 If we are unable to compete effectively, our business will be adversely affected. The market for streaming content is intensely competitive and subject to rapid change.
Biggest changeIf we are unable to successfully compete with current and new competitors in both retaining our existing members and attracting new members, our business will be adversely affected. Further, if excessive numbers of members cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate in order to replace these members with new members.
In addition to the risks that we face in the United States, our international operations may involve risks that could adversely affect our business, including the following: the need to adapt our content and user interfaces for specific cultural and language differences, including licensing a certain portion of our content library before we have developed a full appreciation for its performance within a given territory; difficulties and costs associated with staffing and managing foreign operations; management distraction; international conflicts, including war, civil disturbances and terrorist attacks; political or social unrest and economic instability; public health issues such as pandemics or epidemics; compliance with U.S. anti-corruption laws, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials; unexpected changes in regulatory requirements; less favorable foreign intellectual property laws; adverse tax consequences such as those related to repatriation of cash from foreign jurisdictions into the United States, non-income related taxes, changes in tax laws or their interpretations, or the application of judgment in determining our global provision for income taxes and other tax liabilities given inter-company transactions and calculations where the ultimate tax determination is uncertain; fluctuations in currency exchange rates, which could impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk; profit repatriation and other restrictions on the transfer of funds; differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as credit and debit cards; new and different sources of competition; different and more stringent user protection, data protection, privacy and other laws; and availability of reliable broadband connectivity and wide area networks in targeted areas for expansion.
In addition to the risks that we face in the United States, our international operations may involve risks that could adversely affect our business, including the following: the need to adapt our content and user interfaces for specific cultural and language differences, including licensing a certain portion of our content library before we have developed a full appreciation for its performance within a given territory; difficulties and costs associated with staffing and managing foreign operations; management distraction; international conflicts, including war, civil disturbances and terrorist attacks; political or social unrest and economic instability; public health issues such as pandemics or epidemics; compliance with U.S. anti-corruption laws, export controls and economic sanctions, including tariffs, and local laws prohibiting corrupt payments to government officials; unexpected changes in regulatory requirements; less favorable foreign intellectual property laws; adverse tax consequences such as those related to repatriation of cash from foreign jurisdictions into the United States, non-income related taxes, changes in tax laws or their interpretations, or the application of judgment in determining our global provision for income taxes and other tax liabilities given inter-company transactions and calculations where the ultimate tax determination is uncertain; fluctuations in currency exchange rates, which could impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk; profit repatriation and other restrictions on the transfer of funds; differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as credit and debit cards; new and different sources of competition; different and more stringent user protection, data protection, privacy and other laws; and availability of reliable broadband connectivity and wide area networks in targeted areas for expansion.
As a result of our services being internet-based and the fact that we process, store, and transmit data, including personal information, for our members, failure to prevent or mitigate data loss or other security breaches, including breaches of our suppliers’ technology and systems, could expose us or our members to a risk of loss or misuse of such information, adversely affect our operating results, result in litigation or potential liability for us and otherwise harm our business.
As a result of our services being internet-based and the fact that we process, store, and transmit data, including personal information, for our members, failure to prevent or mitigate data loss or other security breaches, including breaches 10 of our suppliers’ technology and systems, could expose us or our members to a risk of loss or misuse of such information, adversely affect our operating results, result in litigation or potential liability for us and otherwise harm our business.
If we are unable to maintain or replace our sources of members with similarly effective sources, or if the cost of our existing sources increases, our member levels and marketing expenses may be adversely affected. We face risks, such as unforeseen costs and potential liabilities, in connection with content we produce, license and/or distribute through our service.
If we are unable to maintain or replace our sources of members with similarly effective sources, or if the cost of our existing sources increases, our member levels and marketing expenses may be adversely affected. 7 We face risks, such as unforeseen costs and potential liabilities, in connection with content we produce, license and/or distribute through our service.
We may also be required to notify regulators about any actual or perceived data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods. Additionally, we 11 could face legal claims or regulatory fines or penalties for such a breach.
We may also be required to notify regulators about any actual or perceived data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods. Additionally, we could face legal claims or regulatory fines or penalties for such a breach.
The decision to obtain additional capital will depend on, among other things, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, our 15 shareholders may experience dilution, and such securities may have rights, preferences or privileges senior to the rights of our common stock.
The decision to obtain additional capital will depend on, among other things, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, our shareholders may experience dilution, and such securities may have rights, preferences or privileges senior to the rights of our common stock.
While we do have safeguards in place, we nonetheless experience some fraudulent transactions. We do not currently carry insurance against the risk of fraudulent payment transactions. A failure to adequately control fraudulent payment transactions would harm our business and results of operations. We rely upon a number of partners to offer instant streaming of content to various devices.
While we do have safeguards in place, we nonetheless experience some fraudulent transactions. We do not currently carry insurance against the risk of fraudulent payment transactions. A failure to adequately control fraudulent payment transactions would harm our business and results of operations. 9 We rely upon a number of partners to offer instant streaming of content to various devices.
To the extent our content is deemed controversial or offensive by government regulators, we may face direct or indirect retaliatory action or behavior, including being required to remove such content from our service, our entire service 8 could be banned and/or become subject to heightened regulatory scrutiny across our business and operations.
To the extent our content is deemed controversial or offensive by government regulators, we may face direct or indirect retaliatory action or behavior, including being required to remove such content from our service, our entire service could be banned and/or become subject to heightened regulatory scrutiny across our business and operations.
As interpretation and implementation of these laws and rules and promulgation of new regulations continues, we will continue to be required to commit significant financial and managerial resources and incur additional expenses. Risks Related to our Ownership of Real Property Liability relating to environmental matters may impact the value of our real property.
As interpretation and implementation of these laws and rules and 15 promulgation of new regulations continues, we will continue to be required to commit significant financial and managerial resources and incur additional expenses. Risks Related to our Ownership of Real Property Liability relating to environmental matters may impact the value of our real property.
With respect to our expansion into international markets, we will also need to establish our brand identity in new markets and languages, and to the extent we are not successful, our business in new markets may be adversely impacted. 7 Changes in our member acquisition sources could adversely affect our marketing expenses and member levels may be adversely affected.
With respect to our expansion into international markets, we will also need to establish our brand identity in new markets and languages, and to the extent we are not successful, our business in new markets may be adversely impacted. Changes in our member acquisition sources could adversely affect our marketing expenses and member levels may be adversely affected.
In addition, technology changes to our streaming functionality may require that partners update their devices. If partners do not 9 update or otherwise modify their devices, our service and our members’ use and enjoyment could be negatively impacted. We may face quarterly and seasonal fluctuations that could harm our business.
In addition, technology changes to our streaming functionality may require that partners update their devices. If partners do not update or otherwise modify their devices, our service and our members’ use and enjoyment could be negatively impacted. We may face quarterly and seasonal fluctuations that could harm our business.
From time to time during the normal course of operating our businesses, we are subject to various litigation claims, regulatory proceedings and legal disputes. Some of these matters may not be covered under our insurance policies, or our insurance carriers may seek to deny coverage.
From time to time during the normal course of operating our businesses, we are subject to various litigation claims, regulatory proceedings and legal disputes. Some of these matters may not be covered under our insurance policies, or 13 our insurance carriers may seek to deny coverage.
Further, a penetration of our systems or a third party’s systems or other misappropriation or misuse of personal information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition and results of operations.
Further, a penetration of our systems or a third party’s systems or other 11 misappropriation or misuse of personal information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition and results of operations.
If we are unable to effectively upgrade our systems and network infrastructure and take other steps to improve the 10 efficiency of our systems, we could face system interruptions or delays that may adversely affect our operating results.
If we are unable to effectively upgrade our systems and network infrastructure and take other steps to improve the efficiency of our systems, we could face system interruptions or delays that may adversely affect our operating results.
We currently hold various domain names, including www.gaia.com and www.gaiamtv.com. Failure to protect our domain names could adversely affect our reputation and make it more difficult for users to find our website and our 12 service.
We currently hold various domain names, including www.gaia.com and www.gaiamtv.com. Failure to protect our domain names could adversely affect our reputation and make it more difficult for users to find our website and our service.
Our systems may be subject to damage or interruption from adverse weather conditions, natural disasters, public health issues such as pandemics or epidemics, national or international conflicts, including war, civil disturbances and terrorist attacks, rogue employees, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm these systems.
Our systems may be subject to damage or interruption from adverse weather conditions, natural disasters, solar flares, public health issues such as pandemics or epidemics, national or international conflicts, including war, civil disturbances and terrorist attacks, rogue employees, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm these systems.
Rysavy holds approximately 75% of our voting stock and is able to exert substantial influence over and 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 holds approximately 74% of our voting stock and is able to exert substantial influence over and 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.
Many countries have indirect tax systems where the sale and purchase of goods and services are subject to tax based on the transaction value. Several taxing jurisdictions have presented or threatened us with assessments, alleging that we are required to collect and remit certain taxes there.
Our operations are routinely subject to audit by tax authorities in various countries. Many countries have indirect tax systems where the sale and purchase of goods and services are subject to tax based on the transaction value. Several taxing jurisdictions have presented or threatened us with assessments, alleging that we are required to collect and remit certain taxes there.
Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic and political risks that may be different from and incremental to those in the United States.
Risks Related to International Operations We could be subject to economic, political, regulatory and other risks arising from international operations. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic and political risks that may be different from and incremental to those in the United States.
Taxing authorities have in the past and may successfully in the future assert that we should have collected or in the future should collect non-income related taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our business. Our operations are routinely subject to audit by tax authorities in various countries.
Taxing authorities have in the past and may successfully in the future assert that we should have collected or in the future should collect non-income related taxes, 14 and we could be subject to liability with respect to past or future sales, which could adversely affect our business.
We have generally experienced the greatest member growth in the fourth and first quarters (October through February), and slowest during May through August. This drives quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but does not result in a corresponding seasonality in net revenue.
This drives quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but does not result in a corresponding seasonality in net revenue.
We reported net loss of $5.4 million in 2024 compared to net loss of $5.6 million in 2023. Additionally, we reported net losses during several prior years as a result of continued investment in member acquisition efforts to drive revenue growth.
We have had operating losses, and we cannot assure future profitability. We reported net loss attributable to common shareholders of $(4.5) million in 2025 compared to net loss attributable to common shareholders of $(5.2) million in 2024. Additionally, we reported net losses during several prior years as a result of continued investment in member acquisition efforts to drive revenue growth.
Risks Related to Intellectual Property If our trademarks and other proprietary rights are not adequately protected to prevent unauthorized use or appropriation, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.
If our online activities were to violate any applicable current or future laws and regulations, we could be subject to litigation and regulatory actions, including fines and other penalties. 12 Risks Related to Intellectual Property If our trademarks and other proprietary rights are not adequately protected to prevent unauthorized use or appropriation, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.
If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model. 13 The adoption or modification of any laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting internet neutrality, could decrease the demand for our service and increase our cost of doing business.
The adoption or modification of any laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting internet neutrality, could decrease the demand for our service and increase our cost of doing business.
If we are unable to successfully compete with current and new competitors, programs and technologies, our business will be adversely affected and we may not be able to increase market share and revenues and/ or achieve profitability. We have had operating losses, and we cannot assure future profitability.
In addition, new technological developments, including the development and use of generative artificial intelligence, are rapidly evolving. If we are unable to successfully compete with current and new competitors, programs and technologies, our 6 business will be adversely affected and we may not be able to increase market share and revenues and/or achieve profitability.
All of these have the potential to capture meaningful segments of the streaming content market. Several competitors have longer operating histories, larger customer bases, and stronger brand recognition than we do and have significant financial, marketing and other resources. They may secure better terms from suppliers, adopt more aggressive pricing and devote more resources to technology and marketing.
The various economic models underlying these differing means of streaming content delivery include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the streaming content market. Several competitors have longer operating histories, larger customer bases, and stronger brand recognition than we do and have significant financial, marketing and other resources.
New technologies and evolving business models for delivery of streaming content continue to develop at a fast pace. Through new and existing distribution channels, consumers are afforded various means for consuming streaming content. The various economic models underlying these differing means of streaming content delivery include subscription, transactional, ad-supported and piracy-based models.
If we are unable to compete effectively, our business will be adversely affected. The market for streaming content is intensely competitive and subject to rapid change. New technologies and evolving business models for delivery of streaming content continue to develop at a fast pace. Through new and existing distribution channels, consumers are afforded various means for consuming streaming content.
New entrants may enter the market with unique service offerings or approaches to providing streaming content and other companies also may enter into business combinations or alliances that strengthen their competitive positions. In addition, new technological developments, including the development and use of generative artificial intelligence, are rapidly evolving.
They may secure better terms from suppliers, adopt more aggressive pricing and devote more resources to technology and marketing. New entrants may enter the market with unique service offerings or approaches to providing streaming content and other companies also may enter into business combinations or alliances that strengthen their competitive positions.
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If we are unable to successfully compete with current and new competitors in both retaining our existing members and attracting new members, our business will be adversely affected.
Added
Artificial intelligence (“AI”) technology may negatively impact our ability to attract and retain members; protect and monetize our streaming content and intellectual property; maintain and grow our revenue streams; avoid reputational harm; and involve other risks. Recent advances in the use of AI may significantly alter the market for our streaming content and service.
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If our online activities were to violate any applicable current or future laws and regulations, we could be subject to litigation and regulatory actions, including fines and other penalties.
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These technologies make it easier to access, duplicate, and distribute our streaming content, or otherwise generate output 8 based on our streaming content, without authorization, fair compensation, or proper attribution.
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Risks Related to Internal Control If we are unable to maintain an effective system of disclosure controls and procedures and internal controls over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our results of operations, our stock price and investor confidence in our company.
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These technologies may reduce our online traffic and audience sizes, infringe our intellectual property rights, harm existing and potential new revenue streams, damage our brand, and adversely affect our business, financial condition, and results of operations. Our reputation may also be harmed if these technologies wrongly attribute inaccurate information to us.
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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.
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We seek to limit such threats; however, controlling unauthorized use of our streaming content and intellectual property is difficult and preventative measures implemented by us may not prevent misuse, misattribution, and infringement of our intellectual property.
Removed
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. In connection with the restatement of our previously issued consolidated financial statements for the year ending December 31, 2022, and each of the interim periods ended March 31, 2022 through September 30, 2023, we previously identified material weaknesses in our internal control over financial reporting.
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Although we do not believe these threats have been material to our businesses to date, we expect to continue to be subject to these threats and, as a result we may experience a negative impact on our business, results of operations and financial condition.
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While our previous material weaknesses have been remediated, if we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.
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We may use AI in our business and operations, and challenges with properly managing its use could harm our business and expose us to costly liability. We may incorporate AI technology in certain parts of our business operations. Our research and development of such technology remains ongoing.
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In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result.
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Our use of AI technologies carries inherent risks, and there can be no assurance that our use of AI will enhance our streaming content or service or achieve any improvements in innovation or efficiency.
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We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. 14 Risks Related to International Operations We could be subject to economic, political, regulatory and other risks arising from international operations.
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AI-related issues, deficiencies or failures could give rise to legal or regulatory action, including with respect to proposed legislation regulating AI or as a result of new applications of existing data protection, privacy, intellectual property and other laws.
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In addition, we could be exposed to liability as a result of any misuse of AI by our personnel while carrying out Company responsibilities. While we aim to develop and use AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.
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If we fail to properly manage our use of AI in our business and operations, our business could be harmed or we could be exposed to costly liability, which in turn could adversely affect our results of operations and financial condition.
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If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s Senior Director of Operations/IT has served in various roles in information technology and information security at Gaia for over 18 years. Our commitment to cybersecurity extends beyond our internal operations. We work closely with trusted third-party vendors and partners to ensure that they also meet our rigorous security standards.
Biggest changeThe Company’s Vice President of Information Technology has served in various roles in information technology and information security at Gaia for o ver 18 yea rs. Our commitment to cybersecurity extends beyond our internal operations. We work closely with trusted third-party vendors and partners to ensure that they also meet our rigorous security standards.
We utilize third-party cloud computing services as part of our global business operations. We also employ the use of third-party content delivery networks (CDN) to help us stream content in high volume to our members over the internet.
We utilize third-party cloud computing services as part of our global business operations. We also employ the use of third-party content delivery networks ( “ CDN ” ) to help us stream content in high volume to our members over the internet.
Our Senior Director of Operations/IT and his team work collaboratively across the Company and with our board of directors and management to maintain our cybersecurity program and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans.
Our Vice President of Operations/IT and his team work collaboratively across the Company and with our board of directors and management to maintain our cybersecurity program and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans.
Our board of directors and management receive periodic cybersecurity updates from our Senior Director of Operations/IT, which may include recent material cybersecurity incidents and related responses, if any, changes to the risk landscape, and updates or changes to our cybersecurity program.
Our board of directors and management receive periodic cybersecurity updates from our Vice President of Information Technology, which may include recent material cybersecurity incidents and related responses, if any, changes to the risk landscape, and updates or changes to our cybersecurity program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn connection with the transaction, Boulder Road leased the property pursuant to a master lease for a term extending through September 30, 2030, with two five-year extensions. Gaia guaranteed Boulder Road’s obligations under the master lease.
Biggest changeIn connection with the transaction, Boulder Road and Westside 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. Gaia guaranteed Boulder Road’s obligations under the master lease.
Production Studio Owned On September 9, 2020, our wholly owned subsidiary Boulder Road sold a 50% undivided interest in a portion of our Colorado campus to Westside Boulder, LLC. Boulder Road retained a 50% undivided interest in the property as well as full ownership of our studio and production facilities.
Production Studio Owned On September 9, 2020, our wholly owned subsidiary Boulder Road LLC (“Boulder Road”) sold a 50% undivided interest in a portion of our Colorado 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.
Our Colorado facility is subject to a $13.0 million mortgage with First Interstate Bank as lender, with a remaining balance of $11.6 million as of December 31, 2024. 17
Our Colorado facility is subject to a $11.4 million mortgage loan agreement with KeyBank as lender, with a remaining balance of $11.4 million as of December 31, 2025. 17

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn the opinion of management, based on available information, 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, 2024 and that can be reasonably estimated are either reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows.
Biggest changeIn the opinion of management, based on available information, 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 financial condition, results of operations or cash flows.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEquity Compensation Plan Information The following table summarizes equity compensation plan information for our Class A common stock at December 31, 2024: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) Equity compensation plans approved by security holders 1,484,837 $ 8.33 449,971 Equity compensation plans not approved by security holders — — — Total 1,484,837 $ 8.33 449,971 Item 6.
Biggest changeEquity Compensation Plan Information The following table summarizes equity compensation plan information for our Class A common stock at December 31, 2025: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) Equity compensation plans approved by security holders 2,273,791 $ 8.33 424,645 Equity compensation plans not approved by security holders — — — Total 2,273,791 $ 8.33 424,645 Item 6.
Rysavy) of our Class B common stock. Stock Repurchases None. Issuer Purchases of Registered Equity Securities None. 18 Dividend Policy We have not paid any dividends since the start of the streaming business.
Rysavy) of our Class B common stock. Stock Repurchases None. Issuer Purchases of Registered Equity Securities None. Dividend Policy We have not paid any dividends since the start of the streaming business.
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities Stock Price History Our Class A common stock is listed on the NASDAQ Global Market under the symbol “GAIA”. On March 7, 2025, we had 3,152 shareholders of record of our Class A common stock and one shareholder of record (Mr.
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities Stock Price History Our Class A common stock is listed on the NASDAQ Global Market under the symbol “GAIA”. On March 5, 2026, we had 3,034 shareholders of record of our Class A common stock and one shareholder of record (Mr.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear 2024 Quarters Ended (Unaudited) (in thousands, except per share data) March 31 June 30 September 30 December 31 Revenues, net $ 21,693 $ 22,081 $ 22,156 $ 24,433 Gross profit 18,525 18,666 19,055 21,564 Gross profit margin 85.4 % 84.5 % 86.0 % 88.3 % Net loss (971 ) (2,163 ) (1,500 ) (764 ) Net income attributable to noncontrolling interests 74 30 (308 ) 39 Net loss attributable to common shareholders (1,045 ) (2,193 ) (1,192 ) (803 ) Loss per share Basic (attributable to common shareholders) $ (0.05 ) $ (0.09 ) $ (0.05 ) $ (0.03 ) Diluted (attributable to common shareholders) $ (0.05 ) $ (0.09 ) $ (0.05 ) $ (0.03 ) Weighted average shares outstanding Basic 23,161 23,372 23,404 23,402 Diluted 23,161 23,372 23,404 23,402 22 Year 2023 Quarters Ended (Unaudited) (in thousands, except per share data) March 31 June 30 September 30 December 31 Revenues, net $ 19,647 $ 19,839 $ 20,223 $ 20,714 Gross profit 16,874 17,000 17,240 17,680 Gross margin 85.9 % 85.7 % 85.2 % 85.4 % Equity method investment loss (125 ) (125 ) (125 ) (126 ) Net loss (1,268 ) (1,843 ) (713 ) (1,771 ) Net income attributable to noncontrolling interests 38 45 59 65 Net loss attributable to common shareholders (1,306 ) (1,888 ) (772 ) (1,836 ) Loss per share Basic (attributable to common shareholders) $ (0.06 ) $ (0.09 ) $ (0.04 ) $ (0.08 ) Diluted (attributable to common shareholders) $ (0.06 ) $ (0.09 ) $ (0.04 ) $ (0.08 ) Weighted average shares outstanding Basic 20,826 20,874 21,154 23,148 Diluted 20,826 20,874 21,154 23,148 Our member base growth reflects seasonal variations driven primarily by periods when consumers typically spend more time indoors and, as a result, tend to increase their viewing.
Biggest changeYear 2025 Quarters Ended (Unaudited) (in thousands, except per share data) March 31 June 30 September 30 December 31 Revenues, net $ 23,840 $ 24,632 $ 24,984 $ 25,498 Gross profit 20,905 21,347 21,574 22,333 Gross profit margin 87.7 % 86.7 % 86.4 % 87.6 % Net loss (1,219 ) (2,047 ) (1,294 ) (828 ) Net income attributable to noncontrolling interests (205 ) (246 ) (141 ) (302 ) Net loss attributable to common shareholders (1,014 ) (1,801 ) (1,153 ) (526 ) Loss per share Basic Basic (attributable to common shareholders) $ (0.04 ) $ (0.07 ) $ (0.05 ) $ (0.02 ) Diluted (attributable to common shareholders) $ (0.04 ) $ (0.07 ) $ (0.05 ) $ (0.02 ) Weighted average shares outstanding Basic 24,349 25,022 25,044 24,994 Diluted 24,349 25,022 25,044 24,994 21 Year 2024 Quarters Ended (Unaudited) (in thousands, except per share data) March 31 June 30 September 30 December 31 Revenues, net $ 21,314 $ 21,856 $ 22,028 $ 24,099 Gross profit 18,182 18,471 18,957 21,254 Gross margin 85.3 % 84.5 % 86.1 % 88.2 % Loss from continuing operations (962 ) (2,137 ) (1,306 ) (776 ) Loss from discontinued operations (9 ) (26 ) (194 ) 12 Net loss (971 ) (2,163 ) (1,500 ) (764 ) Net income (loss) attributable to noncontrolling interests 74 30 (308 ) 39 Net loss attributable to common shareholders (1,045 ) (2,193 ) (1,192 ) (803 ) Loss per share Basic Basic (attributable to common shareholders) $ (0.05 ) $ (0.09 ) $ (0.05 ) $ (0.03 ) Discontinued operations $ — $ — $ (0.01 ) $ — Basic loss per share $ (0.05 ) $ (0.09 ) $ (0.06 ) $ (0.03 ) Diluted Diluted (attributable to common shareholders) $ (0.05 ) $ (0.09 ) $ (0.05 ) $ (0.03 ) Discontinued operations $ — $ — $ (0.01 ) $ — Diluted loss per share $ (0.05 ) $ (0.09 ) $ (0.06 ) $ (0.03 ) Weighted average shares outstanding Basic 23,161 23,372 23,404 23,402 Diluted 23,161 23,372 23,404 23,402 Our member base growth reflects seasonal variations driven primarily by periods when consumers typically spend more time indoors and, as a result, tend to increase their viewing.
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. 20 We are a Colorado corporation.
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.
The timing of the release of the valuation allowance will be dependent on cumulative income for a period of 36 months and an expectation that we will not have cumulative losses in the future. 24 A tax position must meet a minimum probability threshold before a financial statement benefit is recognized.
The timing of the release of the valuation allowance will be dependent on cumulative income for a period of 36 months and an expectation that we will not have cumulative losses in the future. A tax position must meet a minimum probability threshold before a financial statement benefit is recognized.
The license allows the Company to utilize the technology developed by the third party. This license is being recorded within the Technology license, net line item on the condensed consolidated balance sheets. The License Purchase was primarily funded through an equity financing through Igniton, which raised $6.8 million of cash and $5.0 million in Igniton stock issuance from third-party investors.
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. The License Purchase was primarily funded through an equity financing through Igniton, which raised $6.8 million of cash and $5.0 million in Igniton stock issuance from third-party investors.
The results of these approaches are evaluated against the Company’s market capitalization for reasonableness. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. During 2024 and 2023, no impairment of goodwill was recognized.
The results of these approaches are evaluated against the Company’s market capitalization for reasonableness. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. During 2025 and 2024, no impairment of goodwill was recognized.
No impairment charges were recorded during 2024 or 2023. Goodwill Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. We have only one reporting unit; therefore, goodwill is assessed at the enterprise level.
No impairment charges were recorded during 2025 or 2024. Goodwill Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. We have only one reporting unit; therefore, goodwill is assessed at the enterprise level.
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 $7.4 million. The offering was made pursuant to a registration statement on Form S-3.
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.
As of December 31, 2024, our cash balance was $5.9 million. 25 As described in Note 16, 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 perpetual license for a total of $16.2 million of consideration comprised of $10.2 million of cash and $5.0 million of common stock of Igniton and $1.0 million of the Company’s equity security investment in Telomeron (the “License Purchase”).
As described in Note 15, 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 perpetual license for a total of $16.2 million of consideration comprised of $10.2 million of cash and $5.0 million of common stock of Igniton and $1.0 million of the Company’s equity security investment in Telomeron (the “License Purchase”).
We generated approximately $6.9 million in cash flows from operations during 2024, 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 consolidated revenues each year to support continued investment in our content library and technology platform.
We generated approximately $5.7 million in cash flows from operations during 2025, 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.
Generally, we pay an advance against a percentage royalty or an upfront license fee in exchange for the distribution rights for a specific license window, but we may also obtain a license for a fixed fee for perpetuity. These payments are capitalized at the time of payment.
Our licensed media library is obtained through license arrangements. Generally, we pay an advance against a percentage royalty or an upfront license fee in exchange for the distribution rights for a specific license window, but we may also obtain a license for a fixed fee for perpetuity. These payments are capitalized at the time of payment.
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.
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 December 31, 2025, our cash balance was $13.5 million.
Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.
Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. 23 As we have historically had cumulative losses, we have not released the current valuation allowance.
Certain agreements also include an ongoing royalty obligation, which entitles the licensor to a share of the revenues generated from the licensed works. These expenses are calculated and accrued on a monthly basis and included in costs of revenues.
Certain agreements also include an ongoing royalty obligation, which entitles the licensor to a share of the revenues generated from the licensed works. These expenses are calculated and accrued on a monthly basis and included in costs of revenues. We pay these accrued royalties on a quarterly basis and therefore have included the related liability in accrued liabilities.
Since 2019, we have only granted restricted stock units, for which we utilize the market price of our common stock on the date of grant to estimate fair value.
Since 2019, we have granted restricted stock units, for which we utilize the market price of our common stock on the date of grant to estimate fair value. In May 2025, we awarded performance restricted-stock units (“PSUs”), for which we utilized the market price of our common stock on the date of grant to estimate fair value.
Cash Flows The following table summarizes our primary sources (uses) of cash during the periods presented: Years ended December 31, (in thousands) 2024 2023 Net cash provided by (used in): Operating activities $ 6,923 $ 5,870 Investing activities $ (14,998 ) $ (5,282 ) Financing activities $ 6,169 $ (4,384 ) Net decrease in cash $ (1,906 ) $ (3,796 ) 2024 Compared to 2023 Operating activities .
Cash Flows The following table summarizes our primary sources (uses) of cash during the periods presented: Years ended December 31, (in thousands) 2025 2024 Net cash provided by (used in): Operating activities $ 5,674 $ 6,923 Investing activities $ (10,047 ) $ (14,998 ) Financing activities $ 12,053 $ 6,169 Net increase (decrease) in cash $ 7,680 $ (1,906 ) 2025 Compared to 2024 Operating activities .
We pay these accrued royalties on a quarterly basis and therefore have included the related liability in accrued liabilities. 23 The value of our acquired media library consists of the acquisition date fair value of media assets obtained through asset acquisitions and business combinations recorded at the estimated fair value of the titles acquired, which is based on a number of factors, including the number of titles, the total hours of content, the production quality and age of the acquired media assets.
The value of our acquired media library consists of the acquisition date fair value of media assets obtained through asset acquisitions and business combinations recorded at the estimated fair value of the titles acquired, which is based on a number of factors, including the number of titles, the total hours of content, the production quality and age of the acquired media assets.
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.
Our principal and executive office is located at 833 West South Boulder Road, Louisville, Colorado 80027-2452.
Media library Media library represents the lower of unamortized cost or net realizable value of capitalized costs to produce our proprietary media content, rights obtained through license arrangements and digital media content acquired through asset purchases or business combinations.
Media library Media library represents the lower of unamortized cost or net realizable value of capitalized costs to produce our proprietary media content, rights obtained through license arrangements and digital media content acquired through asset purchases or business combinations. 22 The value of our produced media library consists of capitalized costs incurred to produce original media content, including salary and overhead costs of our in-house production team and other third-party costs.
We have generally experienced the greatest member growth in the fourth and first quarters (October through February), and slowest during May through August. This drives quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but does not result in a corresponding seasonality in net revenue.
This drives quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but does not result in a corresponding seasonality in net revenue.
There was no outstanding balance as of December 31, 2024. We began to generate positive cash flows from operations since 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 2025.
We began to generate positive cash flows from operations since 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.
Revenues, net increased $9.9 million, or 12.4%, to $90.4 million during 2024, compared to $80.4 million during 2023. This was primarily driven by an increase in member count as well as an increase in Average Revenue Per User (“ARPU”). Cost of revenues .
This was primarily driven by an increase in member count as well as an increase in Average Revenue Per User (“ARPU”). Cost of revenues increased $0.4 million, or 3.2%, to $12.8 million during 2025 from $12.4 million during 2024, with gross profit margin of 87.1% in the current year compared to 86.1% in 2024.
You should read this financial information in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The results of operations for any quarter are not necessarily indicative of future results of operations.
The unaudited financial information includes all adjustments, consisting solely of normal recurring accruals and adjustments, necessary for a fair presentation of the results of operations for the quarters presented. You should read this financial information in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
Results of Operations The table below summarizes certain of our results for the periods indicated: Years ended December 31, (in thousands, except per share data) 2024 2023 Revenues, net $ 90,363 $ 80,423 Cost of revenues 12,553 11,629 Gross profit margin 86.1 % 85.5 % Selling and operating 75,982 67,156 Corporate, general and administration 7,761 6,205 Loss from operations (5,933 ) (4,567 ) Equity method investment loss — (501 ) Interest and other income (expense), net 501 (467 ) Loss before income taxes (5,432 ) (5,535 ) Income tax (benefit) expense (34 ) 60 Net loss $ (5,398 ) $ (5,595 ) Net (loss) income attributable to noncontrolling interests (165 ) 207 Net loss attributable to common shareholders (5,233 ) (5,802 ) The following table sets forth certain financial data as a percentage of revenues, net for the periods indicated: Years ended December 31, 2024 2023 Revenues, net 100.0 % 100.0 % Cost of revenues 13.9 % 14.5 % Gross profit margin 86.1 % 85.5 % Operating expenses: Selling and operating 84.1 % 83.5 % Corporate, general and administration 8.6 % 7.7 % Total operating expenses 92.7 % 91.2 % Loss from operations (6.6 )% (5.7 )% Equity method investment loss 0.0 % (0.6 )% Interest and other income (expense), net 0.6 % (0.6 )% Loss before income taxes (6.0 )% (6.9 )% Income tax (benefit) expense (0.0 )% 0.1 % Net loss (6.0 )% (7.0 )% Net (loss) income attributable to noncontrolling interests (0.2 )% 0.3 % Net loss attributable to common shareholders (5.8 )% (7.2 )% Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues, net .
Our telephone number at that address is (303) 222-3600. 19 Results of Operations The table below summarizes certain of our results for the periods indicated: Years ended December 31, (in thousands, except per share data) 2025 2024 Revenues, net $ 98,954 $ 89,296 Cost of revenues 12,795 12,434 Gross profit $ 86,159 $ 76,862 Selling and operating 81,870 74,818 Corporate, general and administration 9,393 7,761 Loss from operations (5,104 ) (5,717 ) Interest and other income, net 11 501 Loss before income taxes (5,093 ) (5,216 ) Income tax expense (benefit) 192 (34 ) Loss from continuing operations (5,285 ) (5,182 ) Loss from discontinued operations (103 ) (216 ) Net loss $ (5,388 ) $ (5,398 ) Net loss attributable to noncontrolling interests (894 ) (165 ) Net loss attributable to common shareholders (4,494 ) (5,233 ) The following table sets forth certain financial data as a percentage of revenues, net for the periods indicated: Years ended December 31, 2025 2024 Revenues, net 100.0 % 100.0 % Cost of revenues 12.9 % 13.9 % Gross profit margin 87.1 % 86.1 % Operating expenses: Selling and operating 82.7 % 83.8 % Corporate, general and administration 9.5 % 8.7 % Total operating expenses 92.2 % 92.5 % Loss from operations (5.2 )% (6.4 )% Other income, net 0.0 % 0.6 % Loss before income taxes (5.1 )% (5.8 )% Income tax expense (benefit) 0.2 % (0.0 )% Loss from continuing operations (5.3 )% (5.8 )% Loss from discontinued operations (0.1 )% (0.2 )% Net loss (5.4 )% (6.0 )% Net loss attributable to noncontrolling interests (0.9 )% (0.2 )% Net loss attributable to common shareholders (4.5 )% (5.9 )% Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenues, net increased $9.7 million, or 10.9%, to $99.0 million during 2025, compared to $89.3 million during 2024.
Selling and operating expenses increased $8.8 million, or 13.1%, to $76.0 million during 2024 from $67.2 million during 2023 and, as a percentage of revenues, increased to 84.1% during 2024 from 83.5% during 2023. The increase was driven primarily by an increase in marketing expense in addition to the absence of an ERTC benefit recognized in the prior year.
Gross profit margin increased during 2025 from 2024 primarily due to improvements in ARPU. 20 Selling and operating expenses increased $7.1 million, or 9.5%, to $81.9 million during 2025 from $74.8 million during 2024 and, as a percentage of revenues, decreased to 82.7% during 2025 from 83.8% during 2024. The increase was driven primarily by an increase in marketing expense.
Corporate, general and administration expenses . Corporate, general and administration expenses increased $1.6 million, or 25.8%, to $7.8 million during 2024 from $6.2 million during 2023 and, as a percentage of net revenue, increased to 8.6% during 2024 from 7.7% during 2023.
Corporate, general and administration expenses increased by $1.6 million, or 20.5%, to $9.4 million during 2025 up from $7.8 million during 2024 and, as a percentage of net revenue, increased to 9.5% during 2025 from 8.7% during 2024. The increase was primarily driven by legal fees, customer acquisition costs and higher compensation costs during 2025.
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.
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.
Income tax (benefit) expense. Income tax (benefit) expense reflects a current year provision of $(0.0) million compared to the prior year provision of $0.1 million from income taxes due to a decrease in the deferred tax liability associated with goodwill.
Income tax expense (benefit) reflects a current year provision of $0.2 million compared to the prior year provision of $(0.0) million from income taxes due to an increase in the current and deferred tax liability. Quarterly and Seasonal Fluctuations The following tables set forth our unaudited results of operations for each of the quarters in 2025 and 2024.
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.
The amounts have been recorded within Additional paid-in capital and Noncontrolling interests within the Consolidated Statements of Changes in Equity. 25 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.
Cash flows provided by financing activities increased $10.6 million during 2024 compared to 2023 primarily related to debt repayments in 2023. We had no outstanding borrowings at December 31, 2024.
Cash flows provided by financing activities increased $5.9 million during 2025 compared to 2024 due to the proceeds from the issuance of Gaia Class A common stock of $7.0 million. We had no outstanding borrowings at December 31, 2025.
The loan bears interest at a fixed rate of 3.75% per annum and matures on December 28, 2025. Westside and Boulder Road each received 50% of the proceeds and are each responsible for 50% of the monthly installments.
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.
Cash flows from operations increased $1.1 million during 2024 compared to 2023. This increase was primarily driven by an increase in direct membership subscriptions. Investing activities . Cash flow used in investing activities increased $9.7 million during 2024 compared to 2023 due to impacts from the technology license purchase. Financing activities .
Cash flows from operations decreased $1.2 million during 2025 compared to 2024. This decrease was driven by the timing of working capital and changes in other liabilities. Investing activities . Cash flow used in investing activities decreased $5.0 million during 2025 compared to 2024 due to impacts from investment purchases and acquisitions. Financing activities .
Additionally, we will continue to pursue opportunities to expand our media libraries, evaluate possible investments in businesses and technologies and increase our marketing programs as needed. On December 28, 2020, Boulder Road and Westside Boulder, LLC entered into a loan agreement with First Interstate Bank, as lender, providing for a mortgage loan in the principal amount of $13.0 million.
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.
Removed
Cost of revenues increased $0.9 million, or 8.6%, to $12.6 million during 2024 from $11.6 million during 2023, with gross profit margin of 86.1% in the current year compared to 85.5% in 2023. The increase in the cost of revenues primarily related to the increase in prices and revenue mix. 21 Selling and operating expenses .
Added
The increase in the cost of revenues is primarily related to timing of media library amortization.
Removed
The increase was primarily driven by higher accounting and audit fees, legal fees, and stock compensation expense during 2024. Interest and other income (expense), net. Interest and other income (expense), net increased $1.0 million to $0.5 million during 2024 compared to $(0.5) million during 2023. This increase was primarily driven by a non-recurring gain from a majority owned subsidiary.
Added
The results of operations for any quarter are not necessarily indicative of future results of operations.
Removed
Quarterly and Seasonal Fluctuations The following tables set forth our unaudited results of operations for each of the quarters in 2024 and 2023. The unaudited financial information includes all adjustments, consisting solely of normal recurring accruals and adjustments, necessary for a fair presentation of the results of operations for the quarters presented.
Added
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”).
Removed
The value of our produced media library consists of capitalized costs incurred to produce original media content, including salary and overhead costs of our in-house production team and other third-party costs. Our licensed media library is obtained through license arrangements.
Added
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.
Removed
As we have historically had cumulative losses, we have not released the current valuation allowance.
Added
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.
Removed
The loan is secured by a deed of trust, assignment of rents, security agreement and fixture filing on our corporate campus and is guaranteed by Gaia. The loan has a remaining balance of $11.6 million as of December 31, 2024. On August 25, 2022, Gaia entered into a Credit and Security Agreement with KeyBank National Association.
Added
Additionally, the 2025 Mortgage Loan requires Boulder Road to maintain a minimum Debt Service Ratio – Pre Distribution of 1.35 to 1.00 annually and a minimum Debt Service Ratio – Post Distribution of 1.15 to 1.00 annually. As of December 31, 2025, the Borrower was in compliance with all related covenants.
Removed
The Credit Agreement provides for a revolving credit facility in an aggregate amount of up to $10.0 million with a sublimit of $1.0 million available for issuances of letters of credit. Borrowings under the Credit Agreement are available for working capital and general corporate purposes, but not to fund any permitted acquisitions or other investments.
Added
The 2025 Mortgage Loan has a remaining balance of $11.4 million as of December 31, 2025. 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”).
Added
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. 24 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.
Added
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.
Added
Borrowings under the Amendment are available for working capital and general corporate purposes and permitted acquisitions. There was no outstanding balance as of December 31, 2025.
Added
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 were no outstanding borrowings under the Prior Credit Agreement as of December 31, 2024.
Added
On September 30, 2025, Gaia entered into a cost method investment in Orion Architect LLC (“Orion”) for $2 million according to ASC Topic 321.
Added
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.
Added
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.
Added
During 2025, Igniton raised $7.4 million of private common equity financing, including $2.0 million from Gaia, at an implied pre-money valuation of approximately $100 million. This valuation is based on the terms of the private financing and does not represent a remeasurement of fair value under GAAP.
Added
On December 16, 2025, 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.
Added
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.
Added
However, our projected cash needs may change as a result of acquisitions, product development, unforeseen operational difficulties or other factors.

Other GAIA 10-K year-over-year comparisons