GAIA, INC

Gaia, Inc. operates a global digital video subscription service and community that connects a unique and underserved member base. The streaming video market is expanding rapidly as consumers replace broadcast television with streaming video on a growing array of devices, and Gaia positions itself as a complementary offering to entertainment-based services by focusing on exclusive and unique content in yoga, transformation, alternative healing, and seeking truth. The company believes its potential target market is approximately 15% of streaming users that currently pay for a subscription streaming video service.

Gaia differentiates itself through exclusive content and ubiquitous access, with over 90% of its titles available exclusively on Gaia for streaming on most internet-connected devices. The company's proprietary and curated content comprises approximately 80% of members' viewing time, and its licensed content has initial terms ranging predominately from 3 to 7.5 years. Principal competitors include multichannel video programming distributors and internet-based movie and TV content providers, including legal and illegal streaming services, but Gaia positions itself as a complementary service to large general content providers due to its content exclusivity.

Gaia generates revenue primarily from subscription fees for streaming content to members. Revenues are recognized ratably over the subscription term, with members billed in advance. The company presents revenues net of taxes collected from members and remitted to governmental authorities. Partner revenue is recognized on a net basis for relationships where partners have the primary relationship, including billing and service delivery, and on a gross basis for members whose primary relationship is with Gaia. As of December 31, 2025, total deferred revenue was $18.5 million ¹ and is expected to be recognized as revenue within the next 12 months.

Gaia's digital content library includes over 10,000 titles and live events, with a growing selection available in Spanish, German and French. Content is organized into four primary channels: Yoga, Transformation, Alternative Healing, and Seeking Truth. The company produces original content on its lifestyle campus with a staff of media professionals, and original and owned content currently comprises over 75% of members' viewing time. Over 98% of titles are available worldwide. The GaiaSphere is a 300-person live event studio located on the company's campus in Colorado, and the Gaia+ premium annual membership provides digital access to exclusive events via live streaming and on demand.

Revenues earned from sources other than membership fees were $4.5 million ² for the year ended December 31, 2025 and $2.9 million ³ for the year ended December 31, 2024. One third-party platform partner accounted for 22% ⁴ of the company's revenues in 2025 and 19% ⁵ in 2024. Two partners accounted for 69% ⁶ and 18% ⁷ of accounts receivable as of December 31, 2025, and 61% ⁸ and 21% ⁹ of accounts receivable as of December 31, 2024.

In February 2025, Gaia entered into an underwriting agreement for the offer and sale of 1,600,000 ¹⁰ shares of Class A common stock at a public offering price of $5.00 ¹¹ per share, resulting in net proceeds of $7.0 million ¹². On September 30, 2025, Gaia completed an acquisition of UTV L.L.C. for a purchase price of $2.5 million ¹³, resulting in $2.0 million ¹⁴ of goodwill. On December 19, 2025, Boulder Road and Westside entered into a business loan agreement with KeyBank providing for a mortgage loan in the principal amount of $11.4 million ¹⁵ bearing interest at a fixed rate of 5.090% ¹⁶ per annum, maturing on December 19, 2030. On July 25, 2025, the company amended its credit agreement to provide a revolving credit facility in an aggregate principal amount of up to $10 million ¹⁷ (which may be increased up to $15 million ¹⁸) maturing on August 25, 2028. On September 30, 2025, Gaia entered into a cost method investment in Orion Architect LLC for $2 million ¹⁹. During 2025, Igniton raised $7.4 million ²⁰ of private common equity financing, including $2.0 million ²¹ from Gaia, at an implied pre-money valuation of approximately $100 million ²².

Revenues, net increased $9.7 million ²³, or 10.9% ²⁴, to $99.0 million ²⁵ during 2025, compared to $89.3 million ²⁶ during 2024. Gross profit margin was 87.1% ²⁷ in 2025 compared to 86.1% ²⁸ in 2024. Net loss attributable to common shareholders was $(4.5) million ²⁹ in 2025 compared to $(5.2) million ³⁰ in 2024. Cash flows from operations were $5.7 million ³¹ during 2025. As of December 31, 2025, the company's cash balance was $13.5 million ³².

Gaia's core growth strategy is to grow its subscription business domestically and internationally by expanding its unique and exclusive content library, enhancing its user interface, and extending its streaming service to new internet-connected devices. The company believes the international streaming segment represents a significant long-term growth opportunity, and approximately 40% of its members are outside of the United States. Gaia also aims to complement its existing business with selective strategic acquisitions that increase its content library, expand geographical reach, and add to its member base.

Gaia continues to refine its technology, user interfaces, recommendation algorithms, and delivery infrastructure to improve the member experience, including the use of AI. The company also uses AI to drive efficiency and productivity improvement for its corporate business processes. Gaia is expanding its international offerings, including original programming in Spanish, German and French, and has launched Spanish, German and French language offerings.

The filing does not contain specific margin or cost outlook targets for future periods.

The company intends to invest approximately 15%-20% of its revenues each year to support continued investment in its content library and technology platform. This spending is entirely discretionary in nature with no contractual commitments, and due to in-house production capabilities, the company can scale its content investment based on cash flows generated from operations. As of December 31, 2025, the company had $10.0 million ³³ of available borrowing capacity under its revolving credit facility with no outstanding balance.

The filing does not specify R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy figures beyond what is already stated.

Adverse macroeconomic conditions, including inflation, may adversely impact the company's ability to attract and retain members. The company faces risks from changes in payment processing fees, which could increase operating expenses, and from fraudulent payment transactions. Additionally, the company relies on third-party partners for device platforms, and agreements with these partners are typically between one and three years in duration, creating risk if partners do not continue to provide access on acceptable terms.

The company faces risks from increasing regulatory action in the media landscape and internet delivery of content, including content quotas, levies, investment obligations, and restrictions that could require formal reviews of or adjustments to content. The company also faces risks from changes in how network operators handle and charge for data access, including usage-based pricing or tiered internet access services that could increase operating expenses or negatively impact member acquisition and retention.

The company's ability to attract and retain members is critical, and members cancel for reasons including a perception of insufficient use, need to cut household expenses, unsatisfactory content availability, or competitive services providing better value. If excessive numbers of members cancel, the company may need to incur significantly higher marketing expenditures. The company has experienced operating losses, reporting net loss attributable to common shareholders of $(4.5) million ³⁴ in 2025 and $(5.2) million ³⁵ in 2024, and cannot assure future profitability. The company faces intense competition from multichannel video programming distributors, internet-based content providers, and piracy-based models, with several competitors having longer operating histories, larger customer bases, stronger brand recognition, and significant financial resources. The company relies on third-party partners for device platforms, with agreements typically between one and three years in duration, and if partners do not continue to provide access on acceptable terms, the business could be adversely affected. One third-party platform partner accounted for 22% ³⁶ of the company's revenues in 2025, creating concentration risk.

Management's message emphasizes the company's mission to create a transformational network that empowers a global conscious community, and its core strategy to grow the subscription business domestically and internationally by expanding the unique and exclusive content library, enhancing the user interface, and extending the streaming service to new internet-connected devices. The company reported net loss attributable to common shareholders of $(4.5) million ³⁷ in 2025 compared to $(5.2) million ³⁸ in 2024, and management states that no assurance can be made that the company will operate profitably in future periods. Management highlights that the company began to generate positive cash flows from operations since 2020 and expects to continue generating positive cash flows from operations during 2026, intending to invest approximately 15%-20% of revenues each year to support continued investment in the content library and technology platform.