The Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) became effective on April 29, 2019. The purpose of the ESPP is to provide eligible employees an opportunity to purchase shares of our Class A common stock over time through regular payroll deductions. The ESPP initially reserved and authorized the issuance of up to a total of 300,000 shares of our Class A common stock to participating employees, subject to certain adjustments. The number of shares of Class A common stock available for issuance under the ESPP will be increased on the first day of each year beginning with 2020 in an amount equal to the number of shares issued under the ESPP in the prior year. No participant may purchase more than 1,000 shares of our Class A common stock during any offering period under the ESPP. In addition, under applicable tax rules, an employee may purchase no more than $25,000 worth of shares of our Class A common stock, valued at the start of the offering period, under the ESPP for each calendar year.

On April 29, 2019, the 2019 Plan became effective. This replaced the 2009 Plan, which lost the authority to grant new options under the 2009 Plan on April 23, 2019. The purpose of the 2019 Plan is to advance the interests of our company and its shareholders by providing incentives to certain employees and other key individuals who perform services for us, including those who contribute significantly to the strategic and long-term performance objectives and growth of our company. No more than 1.8 million shares of our Class A common stock, subject to certain adjustments, may be issued under the 2019 Plan, and the 2019 Plan terminates no later than April 25, 2029.

In 2015, we commenced issuing restricted stock units (“RSUs”). The RSUs entitle the recipient to receive one share of Class A common stock for each RSU upon vesting. The RSUs are issued with cliff vesting in five years for

employees and one year for directors, provided that the recipient is still an employee or director of Gaia on such date. The RSUs will be automatically forfeited and of no further force and effect if the vesting conditions are not met. We value our RSUs using the market price of our common stock on the date of grant. We use the Black-Scholes option pricing model to determine the fair value of options granted during the year. No options were granted during 2024 or 2023. The exercise price of our legacy outstanding options is generally equal to the closing market price of our stock at the date of the grant. We recognize the compensation expense related to share-based payment awards on a straight-line basis over the requisite service periods of the awards, which are generally five years for employees, and one year for board members.

The table below presents a summary of activity under the 2009 Plan and the 2019 Plan, as of December 31, 2024, and changes during the year then ended:


				Stock Options									Restricted Stock Units
(in thousands, except share and per share amounts)	Number of Shares Available for issuance Under the Plan			Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value		Shares			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2024		295,724			222,846		$	8.19	2.6		$	—		1,539,171		$	5.70
Restricted stock unit grants		(58,653	)					—						58,653			4.20
Exercised options					—
Restricted stock unit vesting		(60,743	)					—						(238,144	)		11.29
Cancelled or forfeited restricted stock units and options		67,689			(25,000	)		7.02						(72,689	)		4.46
Outstanding at December 31, 2024		244,017			197,846		$	8.33		1.9	$	—		1,286,991		$	4.63
Exercisable options at December 31, 2024					197,846		$	8.33		1.9	$	—

The table below presents our outstanding RSUs by vest date:


Vest Date	RSUs
May 20, 2025		31,465
January 1, 2026		4,708
March 15, 2026		157,220
March 31, 2026		283,872
March 31, 2027		32,491
March 15, 2028		592,827
April 1, 2028		157,220
August 19, 2029		27,188
		1,286,991

During 2024 and 2023, we recognized approximately $1.3 million and $1.1 million, respectively, of share-based compensation expense. Total share-based compensation expense is reported in selling and operating expenses and corporate, general and administration expenses on our consolidated statements of operations. The total income tax impact on provision was $0.8 million and $1.2 million, for 2024 and 2023, respectively. There were no options exercised during 2024 or 2023. We issue new shares upon the exercise of options and vesting of RSUs.

As of December 31, 2024, there was $2.6 million of unrecognized cost related to non-vested share-based compensation arrangements granted under the 2009 and 2019 Plans. We expect that cost to be recognized over a weighted-average period of 2.66 years.