Gaia (GAIA) director adds shares via option exercise and RSU award

Rhea-AI Filing Summary

Gaia, Inc. director Kristin E. Frank increased her equity stake through compensation-related actions. On April 23, 2026, she exercised derivatives to acquire 12,025 shares of Class A Common Stock at $3.00 per share, bringing her direct holdings to 88,557 shares.

On the same date, she also received a grant of 20,738 Restricted Stock Units, each representing a right to one share of Class A Common Stock. According to the footnotes, some RSUs vested at the 2026 annual shareholder meeting and will settle within 60 days, while the new RSUs will vest at the 2027 annual shareholder meeting and be settled within 60 days after vesting.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Frank Kristin E.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	20,738	$0.00	--
Exercise	Class A Common Stock	12,025	$3.00	$36K

Holdings After Transaction: Restricted Stock Units — 20,738 shares (Direct, null); Class A Common Stock — 88,557 shares (Direct, null)

Footnotes (1)

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

Shares acquired via exercise: 12,025 shares Exercise price: $3.00 per share Direct holdings after exercise: 88,557 shares +2 more

5 metrics

Shares acquired via exercise 12,025 shares Class A Common Stock acquired on April 23, 2026

Exercise price $3.00 per share Price for 12,025 Class A shares

Direct holdings after exercise 88,557 shares Class A Common Stock directly held post-transaction

RSU grant size 20,738 RSUs Restricted Stock Units granted on April 23, 2026

Underlying RSU shares 20,738 shares Each RSU represents one Class A share

Key Terms

Restricted Stock Units, Class A Common Stock, annual shareholder meeting, vest

4 terms

Restricted Stock Units financial

"The RSUs vested on the date of the Issuer's annual shareholder meeting"

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"

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.

annual shareholder meeting financial

"The RSUs vested on the date of the Issuer's annual shareholder meeting"

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.

vest financial

"The RSUs vest on the date of the Issuer's annual shareholder meeting in 2027"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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^*

Frank Kristin E.

(Last) (First) (Middle)

833 W. SOUTH BOULDER ROAD

BLDG G

(Street)

LAFAYETTE 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		12,025	A	$3	88,557	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		20,738		(3)	(3)	Class A Common Stock	20,738	$0	20,738	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 Kristin Frank	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)

FAQ

What insider transactions did Gaia (GAIA) director Kristin E. Frank report?

Kristin E. Frank reported acquiring shares through an option exercise and an RSU grant. She exercised derivatives into 12,025 Class A shares at $3.00 and received 20,738 Restricted Stock Units tied to future delivery of Class A Common Stock.

How many Gaia (GAIA) shares does Kristin E. Frank own after these transactions?

After the April 23, 2026 transactions, Kristin E. Frank directly holds 88,557 shares of Gaia Class A Common Stock. In addition, she has 20,738 Restricted Stock Units outstanding, which represent contingent rights to receive an equal number of Class A shares in the future.

What were the key terms of Kristin E. Frank’s option exercise in Gaia (GAIA)?

Kristin E. Frank exercised derivatives to acquire 12,025 Gaia Class A Common shares at $3.00 per share. This transaction converted a derivative position into common stock and increased her direct share ownership without any reported same-day open-market sale or tax-withholding disposition.

What are the details of the Restricted Stock Units granted to Kristin E. Frank by Gaia (GAIA)?

She received 20,738 Restricted Stock Units, each representing a right to one Gaia Class A share. Footnotes state these RSUs will vest on the date of the 2027 annual shareholder meeting and be settled within 60 days after vesting, delivering Class A Common Stock.

When did Gaia (GAIA) RSUs for Kristin E. Frank vest and settle?

One RSU tranche vested on April 23, 2026, the date of Gaia’s annual shareholder meeting, and will be settled within 60 days after vesting. A new 20,738-unit RSU grant will vest at the 2027 annual shareholder meeting and settle within 60 days afterward.