Saia (SAIA) EVP logs 152 tax-withheld shares, 8,495 phantom units

Rhea-AI Filing Summary

SAIA Inc. executive Raymond R. Ramu reported a routine tax-related share withholding and his current equity holdings. On February 5, 2026, 152 shares of SAIA common stock were withheld at a price of $404.745 per share to cover tax liabilities from vesting restricted shares.

After this transaction, he beneficially owned 4,750 shares of common stock directly. He also held 8,494.794 units of phantom stock, which on February 5, 2026 had a conversion rate of 1.1534, corresponding to 9,797.609 shares of common stock. The phantom stock becomes payable in common stock when his employment terminates, under the company’s plan terms.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider RAMU RAYMOND R

Role Exec. VP & Chief Customer Off.

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	152	$404.745	$62K
holding	Phantom Stock	--	--	--

Holdings After Transaction: Common Stock — 4,750 shares (Direct); Phantom Stock — 8,494.794 shares (Direct)

Footnotes (1)

1. Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2025. The conversion rate of this derivative security on February 5, 2026 is 1.1534 resulting in 9,797.609 shares of common stock (underlying security in column 7). Immediate The shares of phantom stock become payable in the Company's common stock upon reporting person's termination of service as an employee, in accordance with the terms of the Plan.

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

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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^*

RAMU RAYMOND R

(Last) (First) (Middle)

11465 JOHNS CREEK PARKWAY, SUITE 400

(Street)

JOHNS CREEK GA 30097

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SAIA INC [ SAIA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. VP & Chief Customer Off.

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock	02/05/2026		F		152(1)	D	$404.745	4,750	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
Phantom Stock	(2)							(3)	(4)	Common Stock	8,494.794		8,494.794	D

Explanation of Responses:

1. Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2025.

2. The conversion rate of this derivative security on February 5, 2026 is 1.1534 resulting in 9,797.609 shares of common stock (underlying security in column 7).

3. Immediate

4. The shares of phantom stock become payable in the Company's common stock upon reporting person's termination of service as an employee, in accordance with the terms of the Plan.

Remarks:

	/s/ Kelly W. Benton	02/09/2026
	** 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.
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FAQ

What insider transaction did SAIA (SAIA) executive Raymond R. Ramu report?

Raymond R. Ramu reported 152 shares of SAIA common stock withheld on February 5, 2026 to cover taxes from vesting restricted shares. The shares were withheld at $404.745 per share and are classified as a disposition for tax withholding purposes.

How many SAIA (SAIA) common shares does Raymond R. Ramu own after this filing?

After the reported transaction, Raymond R. Ramu beneficially owned 4,750 shares of SAIA common stock directly. This figure reflects his holdings following the 152-share tax withholding related to the vesting of restricted stock awarded in February 2025.

What does the phantom stock holding mean in the SAIA (SAIA) Form 4?

Ramu holds 8,494.794 phantom stock units, which track SAIA’s common stock value. On February 5, 2026, these units had a conversion rate of 1.1534, representing 9,797.609 common shares. The phantom stock will be paid in common stock when his employment terminates.

Was the SAIA (SAIA) insider transaction a discretionary sale by the executive?

No, the filing states the 152 shares were withheld at the officer’s election to cover tax liabilities from vesting restricted shares. This is a common administrative transaction, rather than an open-market discretionary sale of shares by the executive.

What transaction code is used in the SAIA (SAIA) Form 4 and what does it indicate?

The Form 4 uses transaction code “F” for the 152-share movement. Code F indicates shares were withheld to pay taxes in connection with the vesting of equity awards, not a traditional market purchase or sale by the insider.

When will SAIA (SAIA) phantom stock held by Raymond R. Ramu be paid out?

The filing explains that the phantom stock units become payable in SAIA common stock upon the reporting person’s termination of service as an employee, in line with the company’s plan. Until then, they remain as deferred stock-based units.