Saia VP Kelly W. Benton has 129 shares withheld for tax

Q: How many SAIA shares did Kelly W. Benton have withheld?

Kelly W. Benton had 129 shares withheld on November 2, 2026, at the officer’s election to cover tax liabilities incurred in connection with vesting of restricted shares awarded in November 2022. The reported amount was $354.87 per share, and direct common-stock holdings after the transaction were 3,028 shares. No Rule 10b5-1 plan is reported.

Q: When does Kelly W. Benton’s SAIA phantom stock become payable?

The 100.069 shares of phantom stock become payable in SAIA Inc. common stock upon termination of service as an employee, in accordance with the Plan.

Benton’s 100.069 shares of phantom stock become payable in SAIA Inc. common stock upon termination of service as an employee under the Plan.

Available on EDGAR 11/04/2026 - 04:31 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:30 PM EST

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Form Type

Rhea-AI Filing Summary

SAIA Inc. VP & CAO Kelly W. Benton had 129 shares withheld on November 2, 2026, at the officer’s election to cover tax liabilities incurred in connection with vesting of restricted shares awarded in November 2022. The reported per-share amount was $354.87, and direct common-stock holdings after the transaction were 3,028 shares. Benton also held 100.069 shares of phantom stock, with a 1.1617 conversion rate corresponding to 116.247 common shares.

Insider Trade Summary

Tax Withholding: 129 shares

Tax Withholding 1 txn

Insider Benton Kelly W

Role VP & CAO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock ^F1	129	$354.87	$46K
Holding	Phantom Stock ^{F2, F3, F4}	--	--	--

Holdings After Transaction: Common Stock — 3,028 shares (Direct); Phantom Stock — 100.069 contracts (Direct)

Holdings Before and After: Common Stock, 3,157 to 3,028 shares (Direct)

Footnotes (4)

F1. Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in November 2022.
F2. The conversion rate of this derivative security on November 2, 2026 is 1.1617 resulting in 116.247 shares of common stock (underlying security in column 7).
F3. Immediate
F4. 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.

Key Figures

Tax-withholding shares: 129 shares Reported per-share amount: $354.87 per share Direct common-stock holdings: 3,028 shares +3 more

6 metrics

Tax-withholding shares 129 shares Withheld November 2, 2026

Reported per-share amount $354.87 per share Shares withheld November 2, 2026

Direct common-stock holdings 3,028 shares After the November 2, 2026 transaction

Phantom stock 100.069 shares Position reported November 2, 2026

Conversion rate 1.1617 Phantom stock conversion rate on November 2, 2026

Underlying common shares 116.247 shares Resulting from the phantom stock conversion rate on November 2, 2026

Key Terms

phantom stock, conversion rate, restricted shares

3 terms

phantom stock financial

"shares of phantom stock become payable"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

conversion rate financial

"The conversion rate of this derivative security"

Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.

restricted shares financial

"vesting of restricted shares awarded in November 2022"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many SAIA shares did Kelly W. Benton have withheld?

Kelly W. Benton had 129 shares withheld on November 2, 2026, at the officer’s election to cover tax liabilities incurred in connection with vesting of restricted shares awarded in November 2022. The reported amount was $354.87 per share, and direct common-stock holdings after the transaction were 3,028 shares. No Rule 10b5-1 plan is reported.

When does Kelly W. Benton’s SAIA phantom stock become payable?

The 100.069 shares of phantom stock become payable in SAIA Inc. common stock upon termination of service as an employee, in accordance with the Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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

GEORGIA

30097

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2026		F		129⁽¹⁾	D	$354.87	3,028	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽²⁾							⁽³⁾	⁽⁴⁾	Common Stock	100.069		100.069	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 November 2022.

2. The conversion rate of this derivative security on November 2, 2026 is 1.1617 resulting in 116.247 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	11/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR