Debt

6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

Debt

4. Debt

On September 9, 2020, our wholly owned subsidiary Boulder Road LLC (“Boulder Road”) sold a 50% undivided interest in a portion of our corporate 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. Boulder Road received consideration of $13.2 million in the transaction.

On December 28, 2020, Boulder Road and Westside (“Borrower”) entered into a loan agreement with First Interstate Bank, as lender, providing for a mortgage loan in the principal amount of $13.0 million. The mortgage bears interest at a fixed rate of 3.75% per annum, matures on December 28, 2025, 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. Westside and Boulder Road each received 50% of the loan proceeds and are each responsible for 50% of the monthly installments. Gaia guaranteed payment of the mortgage. The mortgage contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Borrower’s ability to incur liens or debt, make investments, or engage in certain fundamental changes. Additionally, the Credit Agreement 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 June 30, 2025 and December 31, 2024, the Borrower was in compliance with all related covenants.

On August 25, 2022, Gaia, as borrower, and certain subsidiaries, as guarantors, entered into a Credit and Security Agreement with KeyBank National Association (“KeyBank”), as amended by the Second Amendment thereto, dated July 29, 2025 (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in an aggregate amount of up to $10 million (which may

be increased up to $15 million) with a sublimit of $1 million available for issuances of letters of credit. Borrowings under the Credit Agreement are available for working capital and general corporate purposes and permitted acquisitions. There were no outstanding borrowings as of June 30, 2025 and December 31, 2024.

Loans made, or letters of credit issued, under the Credit Agreement mature on August 25, 2028 and are secured (subject to permitted liens and other exceptions) by a first priority lien on all business assets, including intellectual property, of Gaia and the subsidiary guarantors.

The interest rate applicable to revolving loan advances is 1.75% per annum for advances that are Secured Overnight Financing Rate (“SOFR”) loans and 0.75% per annum for advances that are base rate loans.

The Credit Agreement contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Company’s ability to incur liens or debt, make investments, pay dividends, enter into transactions with its affiliates and engage in certain fundamental changes. Additionally, the Credit Agreement requires Gaia to maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00 and to not permit the Leverage Ratio to exceed 2.00 to 1.00 for any computation period. As of June 30, 2025 and 2024, the Borrower was in compliance with all related covenants.

Maturities on long-term debt, net of current portion are $5.72 million for the year ended December 31, 2025.