GAIA, Inc. (GAIA) director awarded shares and covers taxes with stock

Rhea-AI Filing Summary

GAIA, Inc. director and 10% owner Jirka Rysavy reported compensation-related share movements in Class A Common Stock. On May 11, 2026, 6,150 shares at $2.50 per share were disposed of through a tax-withholding transaction, covering obligations by delivering stock rather than cash.

On the same date, Rysavy acquired 21,388 shares of Class A Common Stock at $2.50 per share as a grant or award. Following these transactions, the filing reports direct ownership of 429,613 Class A shares. These entries reflect equity-based compensation and associated tax settlement, not open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider RYSAVY JIRKA

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	21,388	$2.50	$53K
Tax Withholding	Class A Common Stock	6,150	$2.50	$15K

Holdings After Transaction: Class A Common Stock — 429,613 shares (Direct, null)

Footnotes (1)

Key Figures

Tax-withholding shares: 6,150 shares at $2.50 Share grant: 21,388 shares at $2.50 Post-transaction holdings: 429,613 shares +1 more

4 metrics

Tax-withholding shares 6,150 shares at $2.50 Class A Common Stock disposed to cover obligations on May 11, 2026

Share grant 21,388 shares at $2.50 Class A Common Stock granted/awarded on May 11, 2026

Post-transaction holdings 429,613 shares Direct ownership of Class A Common Stock after reported transactions

Net transaction direction acquire and dispose Mixed activity: grant/award and tax-withholding disposition

Key Terms

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

4 terms

tax-withholding disposition financial

"6,150 shares at $2.50 per share were disposed of through a tax-withholding transaction"

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

"Rysavy acquired 21,388 shares of Class A Common Stock at $2.50 per share as a grant or award"

Class A Common Stock financial

"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

"After the reported transactions, the Form 4 states that Jirka Rysavy directly owns 429,613 shares"

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.

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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^*

RYSAVY JIRKA

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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	05/11/2026		A		21,388	A	$2.5	429,613	D
Class A Common Stock	05/11/2026		F		6,150	D	$2.5	423,463	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:

Represents the release of 21,388 performance stock units (PSUs) granted on May 9, 2025 upon certification by the Compensation Committee that applicable performance goals for the period ended December 31, 2025 were achieved, of which 6,150 were withheld to cover taxes. Each PSU represents a contingent right to receive one share of common stock.

	/s/Ned Preston Attorney-in-Fact for Jirka Rysavy	05/13/2026
	** 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) report for Jirka Rysavy?

Jirka Rysavy reported a tax-withholding disposition of 6,150 Class A shares and a grant of 21,388 Class A shares, both at $2.50 per share, reflecting equity compensation and related tax settlement rather than open-market trades.

Did Jirka Rysavy buy or sell GAIA shares on the open market?

The filing does not show open-market buying or selling. It records a tax-withholding disposition of 6,150 shares and a grant of 21,388 shares, both tied to equity compensation at $2.50 per share, rather than discretionary market trades.

How many GAIA shares does Jirka Rysavy hold after these transactions?

After the reported transactions, the Form 4 states that Jirka Rysavy directly owns 429,613 shares of GAIA Class A Common Stock. This post-transaction figure reflects the combination of the equity award and the tax-withholding disposition recorded on May 11, 2026.

What does the tax-withholding disposition in GAIA’s Form 4 mean?

The tax-withholding disposition shows 6,150 GAIA Class A shares delivered at $2.50 to cover tax or exercise obligations. This type of transaction is not an open-market sale; it settles liabilities using shares instead of cash as part of compensation mechanics.

What is the nature of the GAIA share grant reported for Jirka Rysavy?

The filing records a grant or award acquisition of 21,388 GAIA Class A shares at $2.50 per share. This reflects stock-based compensation rather than a purchase. Such awards typically align executive or director incentives with shareholder interests through equity ownership.