Saia (SAIA) CEO logs equity awards and tax-related share withholdings in Form 4

Rhea-AI Filing Summary

Saia Inc.'s President & CEO Frederick J. Holzgrefe III reported several equity compensation-related transactions in company stock. On February 9, 2026, he acquired 8,611 shares of common stock at $0.00, representing performance unit awards issued under Saia's 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 performance period.

To cover tax liabilities from these awards and prior restricted share vestings, shares were withheld: 358 shares on February 6, 2026 at $415.46, and 698 and 3,836 shares on February 9, 2026 at $409.60 per share. After these transactions, he directly owned 20,924 common shares. He also held 7,135.514 phantom stock units, which are payable in common stock upon termination of employment, with a stated conversion rate on February 6, 2026 of 1.1534, corresponding to 8,229.889 underlying common shares.

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

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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^*

HOLZGREFE FREDERICK J III

(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)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		F		358(1)	D	$415.46	16,847	D
Common Stock	02/09/2026		A		8,611(2)	A	$0.00	25,458	D
Common Stock	02/09/2026		F		698(3)	D	$409.6	24,760	D
Common Stock	02/09/2026		F		3,836(4)	D	$409.6	20,924	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	(5)							(6)	(7)	Common Stock	7,135.514		7,135.514	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 2024.

2. Issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period.

3. Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2023.

4. Shares withheld at officer's election to cover tax liabilities incurred upon the issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period.

5. The conversion rate of this derivative security on February 06, 2026 is 1.1534 resulting in 8,229.889 shares of common stock (underlying security in column 7).

6. Immediate

7. 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	02/10/2026
	** 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).
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FAQ

What insider transactions did Saia (SAIA) report for CEO Frederick Holzgrefe?

Saia’s CEO Frederick J. Holzgrefe III reported equity compensation transactions including performance unit awards and tax-withholding share reductions. These involved common stock awards at $0.00 and shares withheld at market prices to satisfy related tax liabilities from vested restricted and performance-based stock.

How many Saia (SAIA) shares did the CEO receive in the February 2026 award?

On February 9, 2026, the CEO received 8,611 shares of Saia common stock at $0.00 per share. This reflects the issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 performance period, as disclosed in the filing.

Why were Saia (SAIA) shares withheld from the CEO in these transactions?

Shares were withheld at the officer’s election to cover tax liabilities. These taxes arose from vesting of restricted shares granted in February 2023 and February 2024, and from the issuance of performance unit awards for the 1/1/23–12/31/25 performance period under Saia’s 2018 Omnibus Incentive Plan.

What is the CEO’s Saia (SAIA) common stock ownership after these Form 4 transactions?

After the reported transactions, the CEO directly owned 20,924 shares of Saia common stock. This balance reflects the February 2026 performance unit award issuance and the various share withholdings executed to satisfy associated tax obligations on vested and newly issued equity.

What phantom stock holdings does the Saia (SAIA) CEO report on this Form 4?

The CEO reported 7,135.514 phantom stock units, each linked to Saia common stock. The conversion rate on February 6, 2026 was 1.1534, corresponding to 8,229.889 underlying shares. These phantom units become payable in common stock upon termination of his service as an employee.

How were the Saia (SAIA) CEO’s tax-withholding share prices determined in February 2026?

Tax-withholding transactions used specific per-share prices on the transaction dates. On February 6, 2026, 358 shares were withheld at $415.46, and on February 9, 2026, 698 and 3,836 shares were withheld at $409.60 each, as shown in the reported non-derivative transaction table.