Saia (SAIA) CEO logs stock grant, 4,775-share sale and phantom units

Rhea-AI Filing Summary

Saia Inc. President & CEO Frederick J. Holzgrefe III reported several equity transactions. On February 12, 2026, he acquired 6,594 shares of common stock as a restricted stock award at $0.00, increasing his direct holdings to 27,518 shares. One-third of this restricted award vests each year on the grant anniversary.

On February 13, 2026, he executed an open-market sale of 4,775 common shares at a weighted average price of $388.8032, leaving 22,743 directly owned shares. The sale price reflects multiple trades between $388.005 and $389.630. He also reported a transaction in 104.741 phantom stock units valued at $461.53 per unit, tied to a conversion rate that results in 8,350.974 underlying common shares. These phantom shares become payable in Saia common stock upon his termination of employment, under the company plan.

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)
02/12/2026

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		6,594(1)	A	$0.00	27,518	D
Common Stock	02/13/2026		S		4,775	D	$388.8032(2)	22,743	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	(3)	02/13/2026		I		104.741		(4)	(5)	Common Stock	104.741	$461.53	7,240.255	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. This transaction was executed in multiple trades at prices ranging from $388.005 USD to $389.630 USD; the price reported above reflects the weighted average sale price.

3. The conversion rate of this derivative security on February 13, 2026 is 1.1534 resulting in 8,350.974 shares of common stock (underlying security in column 7).

4. Immediate

5. 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.
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FAQ

What insider transactions did SAIA President & CEO Frederick Holzgrefe report?

He reported a restricted stock grant of 6,594 SAIA common shares on February 12, 2026, and an open-market sale of 4,775 shares on February 13, 2026. He also reported a transaction in 104.741 phantom stock units linked to common stock.

How many SAIA shares did the CEO sell and at what price?

On February 13, 2026, the CEO sold 4,775 shares of SAIA common stock in an open-market transaction at a weighted average price of $388.8032 per share. Individual trade prices ranged from $388.005 to $389.630.

What stock award did the SAIA CEO receive in this Form 4 filing?

On February 12, 2026, he received 6,594 restricted shares of SAIA common stock at $0.00 as part of a long-term incentive program. One-third of this restricted stock vests each year on the grant date anniversary.

How many SAIA common shares does the CEO hold after these transactions?

Following the reported transactions, the CEO directly owns 22,743 shares of SAIA common stock. This reflects the increase from the 6,594-share restricted stock grant and the reduction from the 4,775-share open-market sale the next day.

What is the phantom stock position reported by the SAIA CEO?

He reported a transaction involving 104.741 phantom stock units at $461.53 per unit, with 7,240.255 phantom units held afterward. A conversion rate of 1.1534 on February 13, 2026 corresponds to 8,350.974 underlying common shares.

When do the SAIA CEO’s phantom stock units become payable?

The phantom stock units become payable in Saia common stock upon the CEO’s termination of service as an employee. This payout timing follows the terms of the company’s plan governing phantom stock awards described in the filing footnotes.