[8-K] Gaia, Inc. Reports Material Event

Rhea-AI Filing Summary

Gaia, Inc. (Nasdaq: GAIA) filed a Form 8-K to disclose a leadership change effective June 27, 2025. The Board of Directors appointed Kiersten Medvedich, 52, as Chief Executive Officer. Medvedich, who has risen through multiple senior content roles since joining Gaia in 2016—most recently serving as President since June 2023—will report directly to Executive Chairman Jirka Rysavy. Her compensation package remains the same as disclosed in the company’s April 8, 2025 proxy statement, indicating no incremental cost from the promotion.

Outgoing CEO James Colquhoun transitioned to the newly defined position of Chief Business Development Officer on June 26, 2025, maintaining an executive presence but relinquishing day-to-day operational control. The filing contains no revisions to previously issued financial guidance, no new compensation arrangements, and no changes to the company’s strategic outlook. A press release dated June 30, 2025 (Exhibit 99.1) provides public confirmation of the move. Aside from customary Item 9.01 exhibit listings, the report includes no financial statements, M&A activity, or earnings data. Accordingly, the Form 8-K is limited in scope to governance matters under Item 5.02 and should be viewed primarily as a succession-planning disclosure rather than a signal of immediate operational or financial impact.

Positive

• Continuity of leadership: Promotion of long-time executive Kiersten Medvedich ensures institutional knowledge and strategic consistency.
• No additional compensation expense: CEO pay remains as previously disclosed, avoiding incremental cost pressure.

Negative

• CEO turnover: Departure of James Colquhoun from the chief executive role introduces potential execution uncertainty until new leadership is proven.

Insights

Corporate Governance Expert

TL;DR: Internal promotion to CEO signals continuity; limited immediate governance risk.

The Board elevated long-tenured executive Kiersten Medvedich to CEO, replacing James Colquhoun, who remains in an executive capacity. Because the successor has been President since 2023 and compensation is unchanged, the transition appears orderly and pre-planned, minimizing disruption. No restatement of strategy or additional incentives were provided, suggesting stability in corporate governance. The absence of any board resignations or disagreements further supports a neutral governance risk profile.

Portfolio Manager

TL;DR: Leadership shuffle is neutral for valuation; watch execution under new CEO.

The 8-K does not include financial metrics, guidance, or cost changes, so immediate valuation impact is minimal. However, Medvedich’s deep content background aligns with Gaia’s subscription-driven streaming model, potentially reinforcing strategic focus on original content. With Colquhoun now dedicated to business development, investors should monitor customer acquisition metrics and churn trends in coming quarters to assess the effectiveness of the new leadership dynamic.

0001089872false00010898722025-06-262025-06-26

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): June 26, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 27, 2025, the Board of Directors (the “Board”) of Gaia, Inc. (the “Company” or “Gaia”) appointed Kiersten Medvedich, age [52], as Chief Executive Officer (“CEO”). Ms. Medvedich took over the CEO position from James Colquhoun, who transitioned to the position of Chief Business Development Officer on June 26, 2025. Ms. Medvedich will report to Jirka Rysavy, the Executive Chairman of Gaia. Ms. Medvedich became Gaia's Executive Vice President of Content in June 2020, joined the Office of President in November 2020 and was promoted to President in June 2023. Prior to this, Ms. Medvedich was Senior Vice President of Content since November 2016 when she joined Gaia. Ms. Medvedich’s compensation remains unchanged from that previously disclosed on the Schedule 14A Proxy Statement filed with the Securities Exchange Commission on April 8, 2025.

A copy of the press release issued by the Company on June 30, 2025, is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated June 30, 2025.
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:	June 30, 2025	By:	/s/ Ned Preston
			Ned Preston, Chief Financial Officer

FAQ

Why did Gaia (GAIA) file this Form 8-K on June 30, 2025?

To disclose the Board’s appointment of Kiersten Medvedich as CEO and James Colquhoun’s transition to Chief Business Development Officer.

When does Kiersten Medvedich officially become CEO of GAIA?

The appointment became effective on June 27, 2025.

Is Kiersten Medvedich receiving a new compensation package as CEO of GAIA?

No. The filing states her compensation is unchanged from what was disclosed in the April 8, 2025 proxy statement.

What role will former CEO James Colquhoun have after the transition at GAIA?

He moved to the role of Chief Business Development Officer on June 26, 2025.

Does the 8-K include any financial results or guidance for Gaia, Inc.?

No. The report is limited to governance matters and contains no earnings or guidance updates.

Where can investors find the official press release about GAIA’s leadership change?

The press release is attached as Exhibit 99.1 to the Form 8-K, dated June 30, 2025.