Gaia (GAIA) CEO granted 43,916 shares; 12,232 withheld for taxes

Rhea-AI Filing Summary

GAIA, INC CEO Kiersten Medvedich reported compensation-related stock activity. On May 11, 2026, she received a grant of 43,916 shares of Class A Common Stock at $2.50 per share. On the same date, 12,232 shares were disposed of as a tax-withholding transaction at $2.50 per share. Following these transactions, she directly held 116,024 Class A shares. These entries reflect an equity award and related tax settlement, not open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Medvedich Kiersten

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	43,916	$2.50	$110K
Tax Withholding	Class A Common Stock	12,232	$2.50	$31K

Holdings After Transaction: Class A Common Stock — 116,024 shares (Direct, null)

Footnotes (1)

Key Figures

Stock grant: 43,916 shares at $2.50 Tax-withholding shares: 12,232 shares at $2.50 Post-transaction holdings: 116,024 shares +2 more

5 metrics

Stock grant 43,916 shares at $2.50 Class A Common Stock grant to CEO on May 11, 2026

Tax-withholding shares 12,232 shares at $2.50 Shares delivered to satisfy tax liability on May 11, 2026

Post-transaction holdings 116,024 shares Class A Common Stock directly held by CEO after transactions

Grant transaction code Code A Grant, award, or other acquisition of non-derivative securities

Tax transaction code Code F Payment of tax liability by delivering securities

Key Terms

Class A Common Stock, tax-withholding disposition, grant/award acquisition, non-derivative

4 terms

Class A Common Stock financial

"security_title: "Class A Common Stock" for both transactions"

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.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for the 12,232-share entry"

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

"transaction_action: "grant/award acquisition" for the 43,916-share entry"

non-derivative financial

"transaction_type: "non-derivative" for both reported transactions"

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^*

Medvedich Kiersten

(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)
	CEO

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		43,916	A	$2.5	116,024	D
Class A Common Stock	05/11/2026		F		12,232	D	$2.5	103,792	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 43,916 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 12,232 shares 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 Kiersten Medvedich	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)