Form 8-K

8-K — GAIA, INC

Accession: 0001193125-26-342333

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001089872

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

Item: Results of Operations and Financial Condition

Documents

8-K — gaia-20260810.htm (Primary)

EX-99.1 (gaia-ex99_1.htm)

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8-K

8-K (Primary)

Filename: gaia-20260810.htm · Sequence: 1

8-K

false000108987200010898722026-08-102026-08-10

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): August 10, 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 August 10, 2026, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter ended June 30, 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 August 10, 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:

August 10, 2026

By:

/s/ Ned Preston

Ned Preston, Chief Financial Officer

EX-99.1

Filename: gaia-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Gaia Reports Second Quarter 2026 Financial Results

BOULDER, CO – August 10, 2026 - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the second quarter ended June 30, 2026.

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

•

Revenue was $23.3 million compared to $24.6 million, of which international revenue decreased $1.6 million.

•

Annualized gross profit per employee for the quarter increased to $819,000.

Management Commentary

“Our second quarter results reflect the deliberate trade-off we outlined last quarter—prioritizing the long-term quality and value of our direct member base over near-term results,” said Kiersten Medvedich, Chief Executive Officer of Gaia. “While that transition, combined with increased advertising costs, pressured our top line, we've moved quickly to bring costs back in line. At the same time, we're seeing real traction in new content initiatives that drive daily engagement, from our new AI powered features. We remain confident in this strategy and are focused on returning to positive free cash flow in the fourth quarter.”

Gaia CFO, Ned Preston, stated: “The seasonality of our annual member renewals impacted our cash inflows by $2.4 million. This, together with lower revenue and higher marketing costs, brought our operating cash flow for the second quarter to $(5.4) million.”

Second Quarter 2026 Financial Results

Revenue decreased 5% to $23.3 million, compared to $24.6 million in the second quarter of 2025, due to lower revenue from lower quality subscribers and lower ARPU regions. The decrease also reflects the impact of the company’s shift in its marketing strategy, which includes a disciplined approach to discounting and a movement towards direct and higher ARPU member acquisition.

Gross margin was 85.3% compared to 86.7% year ago, primarily attributable to lower revenue, while content-related costs remained relatively consistent.

Net loss was $(3.0) million, or $(0.12) per share, versus $(1.8) million or $(0.07) per share, in the second quarter of 2025.

Gaia’s cash balance as of June 30, 2026, was $5.3million, with a fully available $10 million line of credit.

Conference Call

Date: Monday, August 10, 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: 13761111

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 August 24, 2026.

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

International replay number: 1-412-317-6671

Replay ID: 13761111

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.

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)

June 30,

December 31,

(in thousands, except share and per share data)

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

5,272

13,540

Accounts receivable

5,461

5,437

Prepaid expenses and other current assets

3,892

3,527

Total current assets

14,625

22,504

Media library, net

39,274

39,133

Operating right-of-use asset, net

8,479

8,836

Property and equipment, net

28,608

26,963

Technology license, net

14,339

14,743

Investments and other intangible assets, net

8,384

8,488

Goodwill

33,982

Total assets

147,691

154,649

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

14,840

15,224

Accrued and other liabilities

1,703

3,396

Long-term debt, current portion

227

Operating lease liability, current portion

644

614

Deferred revenue

18,094

18,502

Total current liabilities

35,508

37,963

Long-term debt, net of current portion

5,338

5,452

Operating lease liability, net of current portion

8,172

8,501

Deferred taxes, net

623

603

Total liabilities

49,641

52,519

Shareholder's equity:

Class A common stock, $0.0001 par value, 150,000,000 shares authorized, 20,172,598 and 19,709,325 shares issued, 20,025,793 and 19,562,520 shares outstanding at June 30, 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 June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

183,998

183,393

Treasury stock at cost: 146,805 shares as of June 30, 2026 and December 31, 2025, respectively

(525

)

(525

)

Accumulated deficit

(99,206

)

(94,922

)

Total Gaia, Inc. shareholders’ equity

84,270

87,949

Noncontrolling interests

13,780

14,181

Total equity

98,050

102,130

Total liabilities and equity

147,691

154,649

Condensed Consolidated Statements of Operations (unaudited)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

(in thousands, except per share data)

2026

2025

2026

2025

Revenues, net

23,330

24,632

47,643

48,472

Cost of revenues

3,421

3,285

6,828

6,220

Gross profit

19,909

21,347

40,815

42,252

Operating Expenses:

Selling and operating

21,599

20,634

41,600

40,656

Corporate, general and administration

1,526

2,909

3,859

4,806

Total operating expenses

23,125

23,543

45,459

45,462

Loss from operations

(3,216

)

(2,196

)

(4,644

)

(3,210

)

Interest and other income, net

(30

)

124

(14

)

(12

)

Loss before income taxes

(3,246

)

(2,072

)

(4,658

)

(3,222

)

Income tax (benefit) expense

)

Loss from continuing operations

(3,239

)

(2,073

)

(4,685

)

(3,271

)

Gain from discontinued operations

—

Net loss

(3,239

)

(2,047

)

(4,685

)

(3,266

)

Net loss attributable to noncontrolling interests

(210

)

(246

)

(401

)

(451

)

Net loss attributable to common shareholders

(3,029

)

(1,801

)

(4,284

)

(2,815

)

Loss per share:

Basic (attributable to common shareholders)

(0.12

)

(0.07

)

(0.17

)

(0.11

)

Diluted (attributable to common shareholders)

(0.12

)

(0.07

)

(0.17

)

(0.11

)

Weighted-average shares outstanding:

Basic

24,962

25,022

24,979

24,686

Diluted

24,962

25,022

24,979

24,686

Condensed Consolidated Statements of Cash Flows (unaudited)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

(in thousands)

2026

2025

2026

2025

Net cash (used in) provided by:

Net cash (used in) provided by operating activities

(5,379

)

2,284

(3,886

)

3,582

Net cash used in investing activities

(2,282

)

(1,404

)

(4,136

)

(2,434

)

Net cash (used in) provided by financing activities

(165

)

(46

)

(246

)

6,916

Net change in cash and cash equivalents

(7,826

)

834

(8,268

)

8,064

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