Saia (NASDAQ: SAIA) VP & CAO reports 800-share sale and 498-share grant

Rhea-AI Filing Summary

Saia Inc. executive Kelly W. Benton reported two transactions in company stock. On February 12, 2026, Benton received a grant of 498 shares of common stock at $0.00 as restricted shares under a long-term incentive program, increasing direct holdings to 3,957 shares. One-third of this restricted stock vests each year on the grant anniversary.

On February 13, 2026, Benton executed an open-market sale of 800 common shares at $389 per share, leaving 3,157 shares of common stock held directly. Benton also holds 100.069 units of phantom stock, which convert at a rate that on February 12, 2026 equated to 115.419 shares of common stock and become payable in stock upon termination of employment under the plan.

Insider Trade Summary

Net Seller: 800 shares ($311,200)

Net Sell 3 txns

Insider Benton Kelly W

Role VP & CAO

Sold 800 shs ($311K)

Type	Security	Shares	Price	Value
Sale	Common Stock	800	$389.00	$311K
Grant/Award	Common Stock	498	$0.00	--
holding	Phantom Stock	--	--	--

Holdings After Transaction: Common Stock — 3,157 shares (Direct); Phantom Stock — 100.069 shares (Direct)

Footnotes (1)

1. Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the restricted stock award vests each year on the anniversary of the grant date. The conversion rate of this derivative security on February 12, 2026 is 1.1534 resulting in 115.419 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

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^*

Benton Kelly W

(Last) (First) (Middle)

11465 JOHNS CREEK PARKWAY

(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)
	VP & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		498(1)	A	$0.00	3,957	D
Common Stock	02/13/2026		S		800	D	$389	3,157	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	100.069		100.069	D

Explanation of Responses:

1. Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the restricted stock award vests each year on the anniversary of the grant date.

2. The conversion rate of this derivative security on February 12, 2026 is 1.1534 resulting in 115.419 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	02/17/2026
	** 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.

FAQ

What insider transactions did Saia (SAIA) executive Kelly W. Benton report?

Kelly W. Benton reported receiving 498 restricted shares of Saia common stock and selling 800 shares in an open-market sale at $389 per share. After these transactions, Benton directly owned 3,157 shares plus 100.069 units of phantom stock under a company plan.

Was the Saia (SAIA) insider transaction a buy or a sell of common stock?

The filing shows both types of activity: an acquisition and a sale. Benton received 498 restricted shares at $0.00, then conducted an open-market sale of 800 common shares at $389 per share, ending with 3,157 directly owned common shares.

How many Saia (SAIA) shares does Kelly W. Benton hold after the reported Form 4?

After the reported transactions, Benton directly owns 3,157 shares of Saia common stock. In addition, Benton holds 100.069 units of phantom stock, which are linked to the company’s common stock and are payable in shares upon termination of employment under the plan.

What are the terms of the 498 restricted Saia (SAIA) shares granted to Kelly W. Benton?

The 498 restricted shares were granted under a long-term incentive program approved by the Compensation Committee. One-third of the restricted stock vests each year on the anniversary of the grant date, aligning the award with multi-year service and performance at Saia.

How does Kelly W. Benton’s phantom stock in Saia (SAIA) work?

Benton holds 100.069 units of phantom stock tied to Saia common shares. On February 12, 2026, the conversion rate was 1.1534, equating to 115.419 underlying shares. These phantom shares become payable in Saia common stock upon Benton’s termination of employment, per the plan terms.

What price did Saia (SAIA) insider Kelly W. Benton receive for the sold shares?

Benton’s open-market sale of Saia common stock was executed at $389 per share. The transaction covered 800 shares, and after this sale Benton’s directly held position in Saia common stock decreased to 3,157 shares, according to the reported holdings.