GAIA CFO reports share grant and tax withholding

GAIA, INC CFO Ned Preston reported compensation-related share movements in Class A Common Stock.

Rhea-AI Filing Summary

GAIA, INC CFO Ned Preston reported compensation-related share movements in Class A Common Stock. He received a grant of 76,220 shares on June 26, 2026 at a reference price of $2.08 per share, recorded as a grant or award acquisition.

On the same date, 21,417 shares were disposed of at $2.08 per share to satisfy tax obligations through a tax-withholding disposition, not an open-market sale. Following these transactions, Preston directly holds 69,027 shares of GAIA Class A Common Stock.

Insights

Equity compensation analyst

Compensation grant with routine tax withholding, no open-market trading.

CFO Ned Preston received a grant of 76,220 GAIA Class A shares at $2.08 per share value. This is characterized as a grant or award, indicating compensation rather than a market purchase.

To cover tax liabilities, 21,417 shares were used in a tax-withholding disposition, not sold on the open market. After these entries, Preston directly holds 90,444 shares. These transactions appear routine for equity-based compensation and do not, by themselves, signal a change in his market view of the stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Preston Ned

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	76,220	$2.08	$159K
Exercise Price or Tax Liability	Class A Common Stock	21,417	$2.08	$45K

Holdings After Transaction: Class A Common Stock — 69,027 shares (Direct)

Key Figures

Tax-withheld shares: 21,417 shares at $2.08 Equity grant: 76,220 shares at $2.08 Post-transaction holdings: 90,444 shares +2 more

5 metrics

Tax-withheld shares 21,417 shares at $2.08 Tax-withholding disposition on June 26, 2026

Equity grant 76,220 shares at $2.08 Grant or award acquisition on June 26, 2026

Post-transaction holdings 90,444 shares Direct Class A Common Stock held after transactions

Tax-withholding share count 1 transaction, 21,417 shares TaxWithholdingCount and TaxWithholdingShares in summary

Grant transactions count 1 acquisition entry Grant/award acquisition coded as A on June 26, 2026

Key Terms

tax-withholding disposition, grant/award acquisition, Class A Common Stock, Form 4

4 terms

tax-withholding disposition financial

"were disposed of to satisfy tax obligations through a tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant/award acquisition financial

"He received a grant of 76,220 shares, recorded as a grant or award acquisition"

Class A Common Stock financial

"CFO Ned Preston reported compensation-related share movements in 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.

Form 4 regulatory

"tax-withholding disposition recorded in the Form 4 filing"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What insider transactions did GAIA (GAIA) CFO Ned Preston report?

CFO Ned Preston reported a grant of 76,220 GAIA Class A Common shares and a tax-withholding disposition of 21,417 shares, both dated June 26, 2026, at a reference price of $2.08 per share for these non-derivative equity compensation entries.

Were Ned Preston’s GAIA (GAIA) transactions open-market buys or sells?

The transactions were not open-market trades. One was a grant or award acquisition of 76,220 shares, and the other was a tax-withholding disposition of 21,417 shares used to satisfy tax obligations related to equity compensation, rather than discretionary market buying or selling.

How many GAIA (GAIA) shares does CFO Ned Preston hold after these transactions?

After the reported June 26, 2026 transactions, CFO Ned Preston directly holds 90,444 shares of GAIA Class A Common Stock. This figure reflects the impact of both the 76,220-share grant and the 21,417-share tax-withholding disposition recorded in the Form 4 filing.

What is the significance of the tax-withholding disposition in GAIA (GAIA) CFO’s filing?

The tax-withholding disposition of 21,417 shares represents shares delivered to cover tax liabilities on the equity award. It is coded as a tax-related disposition, not an open-market sale, so it mainly reflects routine tax treatment of compensation rather than an active decision to sell shares.

What does the grant of 76,220 GAIA (GAIA) shares to the CFO represent?

The 76,220-share transaction is described as a grant, award, or other acquisition of Class A Common Stock. This indicates equity compensation granted to CFO Ned Preston at a reference price of $2.08 per share, aligning his compensation with GAIA’s stock performance through additional direct ownership.

Does the GAIA (GAIA) Form 4 show any derivative securities activity?

The Form 4 excerpt shows only non-derivative transactions in Class A Common Stock, with no derivative exercises or conversions reported. The derivativeSummary section is empty, indicating no options, warrants, or other derivative transactions were disclosed in this particular filing.

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

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Accepted by SEC EDGAR 06/29/2026 - 03:50 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^*

Preston Ned

(Last) (First) (Middle)

833 W. SOUTH BOULDER ROAD

BLDG G

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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	06/26/2026		A		76,220	A	$2.08	90,444	D
Class A Common Stock	06/26/2026		F		21,417	D	$2.08	69,027	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

Explanation of Responses:

Remarks:

RSU service-based vesting of 76,220 shares of class A common stock granted on June 22, 2023, of which 21,417 shares were withheld to cover taxes.

	/s/ Ned Preston	06/29/2026
	** 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)