Gaia director exercises options, gets RSU award

GAIA, INC director Paul Howard Sutherland increased his equity stake through compensation-related transactions.

Rhea-AI Filing Summary

GAIA, INC director Paul Howard Sutherland increased his equity stake through compensation-related transactions. He exercised options to acquire 14,116 shares of Class A Common Stock at $3.00 per share, bringing his direct holdings to 320,573 shares. He also received a grant of 24,344 Restricted Stock Units, each representing a right to one share of Class A Common Stock, which vest on the date of the company’s 2027 annual shareholder meeting and are to be settled within 60 days after vesting.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Sutherland Paul Howard

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	24,344	$0.00	$0.00
Exercise	Class A Common Stock	14,116	$3.00	$42K

Holdings After Transaction: Restricted Stock Units — 24,344 contracts (Direct); Class A Common Stock — 320,573 shares (Direct)

Footnotes (3)

1. F1. The RSUs vested on the date of the Issuer's annual shareholder meeting, which was held on April 23, 2026, and will be settled within 60 days after vesting.
2. F2. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock.
3. F3. The RSUs vest on the date of the Issuer's annual shareholder meeting in 2027 and will be settled within 60 days after vesting.

Key Figures

Option exercise shares: 14,116 shares Option exercise price: $3.00 per share Shares owned after exercise: 320,573 shares +2 more

5 metrics

Option exercise shares 14,116 shares Class A Common Stock acquired via option exercise on April 23, 2026

Option exercise price $3.00 per share Exercise price for 14,116 Class A Common shares

Shares owned after exercise 320,573 shares Direct Class A Common holdings following the reported transactions

RSU grant size 24,344 RSUs Restricted Stock Units granted on April 23, 2026

RSU underlying shares 24,344 shares Each RSU represents one share of Class A Common Stock

Key Terms

Restricted Stock Units, Class A Common Stock, Exercise or conversion of derivative security, Grant, award, or other acquisition, +1 more

5 terms

Restricted Stock Units financial

"The RSUs vest on the date of the Issuer's annual shareholder meeting in 2027 and will be settled within 60 days after vesting."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A Common Stock financial

"Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

annual shareholder meeting financial

"The RSUs vest on the date of the Issuer's annual shareholder meeting in 2027 and will be settled within 60 days after vesting."

A yearly gathering where a company’s owners (shareholders) and its leaders meet to review performance, approve key decisions like electing directors, and vote on issues such as executive pay or major policy changes. Think of it as an annual town hall for people who own part of the business: investors use it to ask questions, influence direction through votes, and gauge management’s plans and transparency, all of which can affect the stock’s outlook.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did GAIA (GAIA) director Paul Howard Sutherland report?

Paul Howard Sutherland reported acquiring 14,116 GAIA Class A Common shares by exercising stock options at $3.00 per share and receiving a grant of 24,344 Restricted Stock Units, all held directly as part of his director compensation package.

How many GAIA shares does Paul Howard Sutherland hold after these transactions?

After exercising options, Paul Howard Sutherland directly holds 320,573 shares of GAIA Class A Common Stock. This figure reflects his updated ownership following the 14,116-share option exercise disclosed in the Form 4 insider trading report.

What are the key terms of the 24,344 GAIA Restricted Stock Units granted?

The 24,344 GAIA Restricted Stock Units each represent a contingent right to receive one Class A Common share. They vest on the date of the company’s 2027 annual shareholder meeting and will be settled within 60 days after vesting, according to the disclosed terms.

Were any GAIA shares sold in Paul Howard Sutherland’s latest Form 4 filing?

No GAIA share sales were reported. The Form 4 shows only acquisitions: an option exercise adding 14,116 Class A shares and a grant of 24,344 Restricted Stock Units, with no dispositions or open-market sales disclosed in this filing.

At what price did Paul Howard Sutherland exercise GAIA stock options?

Paul Howard Sutherland exercised GAIA stock options at $3.00 per share. This option exercise converted 14,116 derivative rights into an equivalent number of Class A Common shares, increasing his directly held share position as disclosed in the Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/29/2026 - 05:15 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sutherland Paul Howard

(Last) (First) (Middle)

833 W. SOUTH BOULDER ROAD

(Street)

LOUISVILLE COLORADO 80027

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GAIA, INC [ GAIA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/23/2026(1)		M		14,116	A	$3	320,573	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	04/23/2026		A		24,344		(3)	(3)	Class A Common Stock	24,344	$0	24,344	D

Explanation of Responses:

1. The RSUs vested on the date of the Issuer's annual shareholder meeting, which was held on April 23, 2026, and will be settled within 60 days after vesting.

2. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. The RSUs vest on the date of the Issuer's annual shareholder meeting in 2027 and will be settled within 60 days after vesting.

	/s/ Ned Preston Attorney-in-Fact for Paul Sutherland	04/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)