Investment Company, Inc., as investment adviser to three investment funds, reports beneficial ownership of 1,252,090 Gaia Class A common shares, representing 6.4% of the class as of 12/31/2025.
The adviser has sole voting and dispositive power over these shares, which are held across Special Situations Cayman Fund, L.P., Special Situations Fund III QP, L.P., and Special Situations Private Equity Fund, L.P. The filing states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Gaia.
Positive
None.
Negative
None.
Insights
Adviser discloses a 6.4% passive stake in Gaia.
Investment Company, Inc. reports beneficial ownership of 1,252,090 Gaia Class A shares, or 6.4% of the class as of 12/31/2025. It holds sole voting and dispositive power through three Special Situations funds.
The certification explicitly states the position is held in the ordinary course of business and not to change or influence control. That language aligns with a passive Schedule 13G filing rather than an activist 13D. Actual market impact depends on how this sizable but minority stake is managed over time.
Subsequent ownership reports and future company filings may show whether this percentage changes materially or whether any shift in filing status occurs, which can sometimes signal a change from passive to more active involvement.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
GAIA, INC
(Name of Issuer)
Class A Common Stock, $0.0001 Par Value
(Title of Class of Securities)
36269P104
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
36269P104
1
Names of Reporting Persons
AWM Investment Company, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,252,090.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,252,090.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,252,090.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.4 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Private Equity Fund, L.P. (SSPE). As the investment adviser to the Funds, AWM holds sole voting and investment power over 233,025 Common Shares held by CAYMAN, 839,814 Common Shares held by SSFQP and 179,251 Common Shares held by SSPE
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GAIA, INC
(b)
Address of issuer's principal executive offices:
833 WEST BOULDER ROAD, BLDG G, LOUISVILLE, COLORADO, 80027-2452
Item 2.
(a)
Name of person filing:
The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN), Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP) and Special Situations Private Equity Fund, L.P., a Delaware limited partnership (SSPE). The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature.
David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN. Greenhouse and Stettner are members of MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP and MG Advisers, L.L.C., a New York limited liability company (MG), the general partner of SSPE. Greenhouse and Stettner are also controlling principals of AWM.
(b)
Address or principal business office or, if none, residence:
527 Madison Avenue, Suite 2600
New York, NY 10022
(c)
Citizenship:
AWM is a Delaware Corporation
(d)
Title of class of securities:
Class A Common Stock, $0.0001 Par Value
(e)
CUSIP No.:
36269P104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,252,090
(b)
Percent of class:
6.4 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole voting power over 233,025 shares of Common Stock of the Issuer (the Shares) held by CAYMAN, 839,814 Shares held by SSFQP and 179,251 Shares held by SSPE. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN. Greenhouse and Stettner are members of MGP, the general partner of SSFQP and MG, the general partner of SSPE. Greenhouse and Stettner are also controlling principals of AWM.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole investment power over 233,025 shares of Common Stock of the Issuer (the Shares) held by CAYMAN, 839,814 Shares held by SSFQP and 179,251 Shares held by SSPE. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN. Greenhouse and Stettner are members of MGP, the general partner of SSFQP and MG, the general partner of SSPE. Greenhouse and Stettner are also controlling principals of AWM.
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What percentage of Gaia (GAIA) does Investment Company, Inc. report owning?
Investment Company, Inc. reports beneficial ownership of 6.4% of Gaia’s Class A common stock. This represents 1,252,090 shares as of December 31, 2025, making it a significant minority shareholder with a notable passive stake.
How many Gaia shares does Investment Company, Inc. control through its funds?
Investment Company, Inc. controls 1,252,090 Gaia shares through three funds. These include 233,025 shares in Special Situations Cayman Fund, 839,814 in Special Situations Fund III QP, and 179,251 in Special Situations Private Equity Fund, all with sole voting and dispositive power.
Is Investment Company, Inc.’s Gaia stake considered passive or activist?
The stake is described as passive. The certification states the Gaia securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control, consistent with a Schedule 13G, rather than an activist 13D, filing.
Who are the key principals associated with Investment Company, Inc.’s Gaia position?
The filing identifies David M. Greenhouse and Adam C. Stettner as controlling principals involved with the general partners of the three Special Situations funds. Stettner signs the filing as Executive Vice President, certifying the accuracy of the ownership information.
What type of entity is Investment Company, Inc. in the Gaia ownership filing?
Investment Company, Inc. is a Delaware corporation acting as investment adviser to three Special Situations funds. It exercises sole voting and investment power over their Gaia holdings, making it the reporting person for the combined 6.4% beneficial ownership stake.
On what date is the Gaia ownership position measured in this Schedule 13G/A?
The ownership position is measured as of December 31, 2025. On that date, Investment Company, Inc. reports beneficial ownership of 1,252,090 Gaia Class A common shares, representing 6.4% of the outstanding class according to the filing details.
