GAIA, INC Goodwill & Intangibles Disclosure

5. Goodwill and Investments and Other Assets, Net

Goodwill

We performed an annual qualitative test for goodwill impairment in the fourth quarter of the years ended December 31, 2025 and 2024 and determined that goodwill was not impaired. Goodwill was $34.0 million as of December 31, 2025 and $31.9 million as of December 31, 2024.

On September 30, 2025, Gaia completed an acquisition of UTV L.L.C. (“UTV”), in accordance with ASC Topic 805 Business Combinations for a purchase price of $2.5 million, of which $0.5 million was accrued for as a liability as of December 31, 2025,

and will be settled in cash in subsequent periods. This transaction resulted in $2.0 million of goodwill which is expected to be deductible for tax purposes and $0.5 million of assets including acquired media and customer relationships intangibles. The Company entered into this transaction to acquire content, expand market presence, increase member base, and market to a core growth audience focused on conscious lifestyle. There were no other adjustments to goodwill during the period.

The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been consummated as of January 1, 2024. Furthermore, such pro forma information is not necessarily indicative of future operating results of the combined companies and should not be construed as of representative of the operating results of the combined companies for any future dates or periods.

Investments and Other Intangible Assets, Net

Investments and other intangible assets, net represents Gaia’s investments in entities for which we do not exercise significant influence or have significant ownership stake. Investments and other intangible assets, net consist of the following as of December 31:

The customer related intangible assets are amortized on a straight-line basis over 24 and 48 months. Amortization expense was $611 thousand and $568 thousand for 2025 and 2024, respectively. Amortization expenses are included in selling and operating expense, and corporate, general and administration expense in the accompanying consolidated statements of operations. Weighted-average remaining useful life for these intangible assets is 21 months. Future amortization of our amortizable

intangible assets as of December 31, 2025 is expected to be $220 thousand and $165 thousand for the year ended December 31, 2026 and December 31, 2027, respectively.

On September 30, 2025, Gaia entered into a cost method investment Orion Architect LLC (“Orion”) for $2 million in accordance with ASC Topic 321. Following the close of the investment, the Company holds less than 10% ownership of the investee. The Company 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. The initial valuation of this investment was made at historical cost and will only be adjusted 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 is recognized in net income. During 2025 and 2024, no impairment of goodwill was recognized.