Form 8-K

8-K — GAIA, INC

Accession: 0001193125-26-203970

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001089872

SIC: 7812 (SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gaia-20260504.htm (Primary)

EX-99.1 (gaia-ex99_1.htm)

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8-K

8-K (Primary)

Filename: gaia-20260504.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 04, 2026

GAIA, INC.

(Exact name of Registrant as Specified in Its Charter)

Colorado

000-27517

84-1113527

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

833 West South Boulder Road

Louisville, Colorado

80027

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 222-3600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2026, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, (the “Securities Act”)or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release issued by Gaia, Inc. on May 4, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

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

GAIA, INC.

Date:

May 4, 2026

By:

/s/ Ned Preston

Ned Preston, Chief Financial Officer

EX-99.1

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EX-99.1

Gaia Reports First Quarter 2026 Financial Results

BOULDER, CO – May 4, 2026 - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Summary vs First Quarter 2025 (where applicable)

•

Revenue increased to $24.3 million compared to $23.8 million.

•

Gross profit remained flat at $20.9 million.

•

Generated $1.5 million in operating cash flow and $1.1 million in free cash flow.

Management Commentary

“This quarter reflects a deliberate step in how we are positioning Gaia for long-term success,” said Kiersten Medvedich, Chief Executive Officer of Gaia. “As we’ve evaluated the business, it has become clear that our greatest opportunity lies in deepening our direct relationship with members, where we can deliver the full Gaia experience and capture significantly stronger long-term economics.”

“Over time, third-party platforms contributed to subscriber growth, but those members carry lower ARPU, higher churn, and no access to the AI and community features that define our future. In addition, because those relationships sit with the platform rather than with Gaia, we do not know who those subscribers are and have no ability to engage them directly. As a result, we are making intentional changes to reduce our reliance on lower-value third-party acquisition, take a very disciplined approach to discounting, and strengthen our direct marketing capabilities. While these actions are expected to moderate near-term revenue growth, we believe they will materially improve lifetime value, retention, and overall unit economics. As a reflection of that focus, for the fourth quarter of 2026, compared with the fourth quarter of 2025, Gaia is targeting an approximate 20% reduction in churn and a 20-25% increase in ARPU.”

“We are executing this transition from a position of strength, with a highly engaged direct member base and continued positive free cash flow. At the same time, we are investing in the core pillars of the Gaia experience—including content, AI, personalization, and community—to build a more differentiated and enduring platform. We believe the steps we are taking today will position Gaia to deliver more durable, profitable growth and create meaningful long-term value for both our members and our shareholders.”

First Quarter 2026 Financial Results

Revenue increased 2% to $24.3 million, compared to $23.8 million in Q1 2025. The increase was primarily driven by increased ARPU, partially offset by the elimination of discounted pricing.

Gross profit was flat year-over-year at $20.9 million, with gross margin of 86.0% for the quarter-ended March 31, 2026.

Net loss was $(1.3) million, or $(0.05) per share, versus $(1.0) million or $(0.04) per share, in Q1 2025.

Operating cash flow was $1.5 million, with free cash flow of $1.1 million, representing the ninth consecutive quarter of positive free cash flow.

Cash balance was at $13.1 million as of March 31, 2026, compared to $13.1 million a year ago, all with a fully available $10 million line of credit.

Conference Call

Date: Monday, May 4, 2026

Time: 4:30 p.m. Eastern time (2:30 p.m. Mountain time)

Toll-free dial-in number: 1-877-269-7751

International dial-in number: 1-201-389-0908

Conference ID: 13759800

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Group at (949) 574-3860.

The conference call will be broadcast live and available for replay here and via ir.gaia.com.

A telephonic replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through May 18, 2026.

Toll-free replay number: 1-844-512-2921

International replay number: 1-412-317-6671

Replay ID: 13759800

About Gaia

Gaia is a member-supported global video streaming service and community that produces and curates conscious media through four primary channels—Seeking Truth, Transformation, Alternative Healing and Yoga—in four languages (English, Spanish, French and German) to its members in 185 countries. Gaia’s library includes over 10,000 titles, over 90% of which is exclusive to Gaia, and approximately 75% of viewership is generated by content produced or owned by Gaia. Gaia is available on Apple TV, iOS, Android, Roku, Chromecast, and sold through Amazon Prime Video and Comcast Xfinity. For more information about Gaia, visit www.gaia.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors” and elsewhere in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2025. Risks and uncertainties that could cause actual results to differ include, without limitation: our ability to attract new members and retain existing members; our ability to compete effectively, including for customer engagement with different modes of entertainment; maintenance and expansion of device platforms for streaming; fluctuation in customer usage of our service; fluctuations in quarterly operating results; service disruptions; production risks; general economic conditions; future losses; loss of key personnel; price changes; brand reputation; acquisitions; new initiatives we undertake; security and information systems; legal liability for website content; failure of third parties to provide adequate service; future

internet-related taxes; our founder’s control of us; litigation; consumer trends; the effect of government regulation and programs; the impact of public health threats; and other risks and uncertainties included in our filings with the Securities and Exchange Commission. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our views only as of the date of this press release. We undertake no obligation to update any forward-looking information.

Non-GAAP Measures

In addition to disclosing financial results calculated in accordance with generally accepted accounting principles in the United States of America (GAAP), the financial information included in this release contains non-GAAP financial measures, including Free Cash Flow. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net income, and reconciliations to GAAP financial statements should be carefully evaluated. Free Cash Flow represents net cash provided by operating activities plus cash paid for interest payments, less cash used for capital expenditures, plus cash from non-core business activities. We believe Free Cash Flow is also useful as one of the bases for comparing the Gaia’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, Gaia’s calculation of Free Cash Flow might not necessarily be comparable to such other similarly titled captions of other companies. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods.

Company Contact:

Ned Preston

Chief Financial Officer

Gaia, Inc.

Investors@gaia.com

Investor Relations:

Gateway Group, Inc.

Cody Slach

(949) 574-3860

GAIA@gateway-grp.com

GAIA, INC.

Condensed Consolidated Balance Sheets (unaudited)

Condensed consolidated balance sheets

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

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

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

Shareholder's equity:

Class A common stock, $0.0001 par value, 150,000,000 shares

authorized, 20,035,340 and 19,709,325 shares

issued, 19,576,582 and 19,562,520 shares outstanding at March 31, 2026 and December 31, 2025, respectively

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

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

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

(136

)

Loss before income taxes

(1,412

)

(1,150

)

Income tax expense

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 (attributable to common shareholders)

(0.05

)

(0.04

)

Diluted (attributable to common shareholders)

(0.05

)

(0.04

)

Weighted-average shares outstanding:

Basic

24,995

24,349

Diluted

24,995

24,349

Condensed Consolidated Statements of Cash Flows (unaudited)

For the Three Months Ended March 31,

(in thousands)

2026

2025

Net cash provided by (used in):

Net cash provided by operating activities

1,493

1,298

Net cash provided by (used in) investing activities

(1,854

)

(1,030

)

Net cash (used in) provided by financing activities

(81

)

6,962

Net change in cash and cash equivalents

(442

)

7,230

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (unaudited)

For the Three Months Ended March 31,

(in thousands)

2026

2025

Net cash provided by operating activities

1,493

1,298

Cash paid for interest

120

137

Net cash used for capital expenditures

(1,624

)

(1,030

)

Change in cash from non-core business activities

1,093

291

Free cash flow

1,082

696

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May 04, 2026

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