Form 4: GAIA grants COO 85,000 RSUs; four-year vesting

Rhea-AI Filing Summary

GAIA, Inc. filed a Form 4 reflecting a grant to its COO of 85,000 restricted stock units (RSUs) on October 30, 2025. Each RSU represents one share of Class A common stock and has no exercise price.

The award vests in four equal tranches of 21,250 on October 30 of 2026, 2027, 2028, and 2029, subject to continued employment. Shares for vested RSUs will be delivered within sixty days after each vesting date. Following the grant, 85,000 derivative securities are reported as directly owned.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nuta Yonathan Abraham

Role COO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	85,000	$0.00	--

Holdings After Transaction: Restricted Share Units — 85,000 shares (Direct)

Footnotes (1)

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. 21,250 RSUs will vest on October 30, 2026, 21,250 RSUs will vest on October 30, 2027, 21,250 RSUs will vest on October 30, 2028, 21,250 RSUs will vest on October 30, 2029, subject to continued employment. Vested Class A Common Stock will be delivered to the reporting person within sixty days following the date on which the RSUs vest.

Form 4 Insider Transactions: What Each Field Means →

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^*

Nuta Yonathan Abraham

(Last) (First) (Middle)

833 W. SOUTH BOULDER ROAD

(Street)

LOUISVILLE CO 80027

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2025

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

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

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

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

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 Share Units	(1)	10/30/2025		A		85,000		(2)	(2)	Class A Common Stock	85,000	$0	85,000	D

Explanation of Responses:

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

2. 21,250 RSUs will vest on October 30, 2026, 21,250 RSUs will vest on October 30, 2027, 21,250 RSUs will vest on October 30, 2028, 21,250 RSUs will vest on October 30, 2029, subject to continued employment. Vested Class A Common Stock will be delivered to the reporting person within sixty days following the date on which the RSUs vest.

	/s/ Yonathan Nuta	11/06/2025
	** 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.

FAQ

What did GAIA (GAIA) disclose in this Form 4?

A grant of 85,000 RSUs to the COO on October 30, 2025, each RSU equal to one share of Class A common stock.

How do the GAIA COO’s RSUs vest?

They vest in four equal tranches of 21,250 on October 30 of 2026, 2027, 2028, and 2029, subject to continued employment.

When are shares delivered for the vested GAIA RSUs?

Vested Class A shares are delivered within sixty days after each vesting date.

What class of stock underlies the GAIA RSUs?

Each RSU represents one share of Class A Common Stock.

What ownership form is reported for the GAIA RSUs?

They are listed as Direct (D) ownership, with 85,000 derivative securities shown following the grant.

Who is the reporting person in GAIA’s Form 4?

The reporting person is the company’s COO.