GAIA (GAIA) CFO receives stock grant as 6,312 shares withheld for tax

Rhea-AI Filing Summary

GAIA, Inc. CFO Ned Preston reported stock-based compensation activity involving Class A Common Stock. He received a grant of 18,536 shares at $2.50 per share and had 6,312 shares withheld to cover tax obligations. Following these compensation-related transactions, he directly holds 20,356 shares.

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	18,536	$2.50	$46K
Tax Withholding	Class A Common Stock	6,312	$2.50	$16K

Holdings After Transaction: Class A Common Stock — 20,356 shares (Direct, null)

Footnotes (1)

Key Figures

Tax-withheld shares: 6,312 shares Stock grant: 18,536 shares Grant price: $2.50 per share +1 more

4 metrics

Tax-withheld shares 6,312 shares Shares withheld for tax obligations on 2026-05-11

Stock grant 18,536 shares Compensation grant at $2.50 per share on 2026-05-11

Grant price $2.50 per share Price used for non-derivative stock transactions

Post-transaction holdings 20,356 shares Direct Class A Common Stock holdings after transactions

Key Terms

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

3 terms

Class A Common Stock financial

"The transactions involved GAIA 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.

tax-withholding disposition financial

"One entry is a tax-withholding disposition of 6,312 shares."

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

"Another entry is a grant/award acquisition of 18,536 shares."

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^*

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)
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		18,536	A	$2.5	20,356	D
Class A Common Stock	05/11/2026		F		6,312	D	$2.5	14,224	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 18,536 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 6,312 shares were withheld to cover taxes. Each PSU represents a contingent right to receive one share of common stock.

	/s/ Ned Preston	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 transaction did GAIA (GAIA) report for CFO Ned Preston?

GAIA reported that CFO Ned Preston received a stock grant and related tax withholding. He was awarded 18,536 shares of Class A Common Stock, with 6,312 shares withheld to satisfy taxes, reflecting routine compensation rather than an open-market trade.

How many GAIA (GAIA) shares were granted to the CFO in this Form 4?

The CFO received a grant of 18,536 shares of GAIA Class A Common Stock at $2.50 per share. This grant is categorized as a compensation-related award rather than a market purchase, increasing his equity-based stake in the company.

Were any GAIA (GAIA) shares sold on the market in this Form 4?

No open-market sale occurred. The 6,312 GAIA shares reported as a disposition were withheld to cover tax obligations tied to the stock grant, a common non-market mechanism that does not reflect an active decision to sell into the market.

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

After the reported grant and tax withholding, CFO Ned Preston directly holds 20,356 shares of GAIA Class A Common Stock. This figure reflects his post-transaction position disclosed in the Form 4, summarizing his updated direct ownership stake.

What do the transaction codes A and F mean in GAIA (GAIA)’s Form 4?

Code A denotes a grant or award acquisition of shares as compensation, here 18,536 GAIA shares. Code F indicates shares, 6,312 in this case, were withheld by the issuer to pay exercise price or tax liabilities, not sold on the open market.