SAIA (SAIA) EVP logs restricted stock grant and share sale

Rhea-AI Filing Summary

SAIA executive vice president of operations Patrick D. Sugar reported both a stock grant and a share sale. On February 12, 2026, he acquired 2,085 shares of common stock at $0.00 as a restricted share award under the long-term incentive program, which vests in thirds annually. On February 13, 2026, he sold 2,706 shares of common stock in an open-market transaction at $386.7401 per share, leaving him with 9,121 common shares held directly. He also holds 1,115.837 phantom stock units, which are payable in common stock upon termination of employment under the plan.

Insider Trade Summary

Net Seller: 2,706 shares ($1,046,519)

Net Sell 3 txns

Insider SUGAR PATRICK D

Role EVP Operations

Sold 2,706 shs ($1.05M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,706	$386.7401	$1.05M
Grant/Award	Common Stock	2,085	$0.00	--
holding	Phantom Stock	--	--	--

Holdings After Transaction: Common Stock — 9,121 shares (Direct); Phantom Stock — 1,115.837 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 1,287.000 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
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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^*

SUGAR PATRICK D

(Last) (First) (Middle)

11465 JOHNS CREEK PKWY, STE 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)
	EVP Operations

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		2,085(1)	A	$0.00	11,827	D
Common Stock	02/13/2026		S		2,706	D	$386.7401	9,121	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	1,115.837		1,115.837	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 1,287.000 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).
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FAQ

What insider transactions did SAIA (SAIA) executive Patrick D. Sugar report?

Patrick D. Sugar reported a restricted stock grant and a share sale. He received 2,085 common shares at $0.00 on February 12, 2026, then sold 2,706 shares at $386.7401 on February 13, 2026, retaining 9,121 common shares afterward.

How many SAIA (SAIA) shares does Patrick D. Sugar own after these transactions?

After the reported transactions, Patrick D. Sugar directly owns 9,121 SAIA common shares. He also holds 1,115.837 phantom stock units, which are designed to be settled in SAIA common stock when his employment terminates under the plan’s terms.

What is the nature of the SAIA (SAIA) restricted stock granted to Patrick D. Sugar?

The 2,085 restricted SAIA shares were granted under the company’s long-term incentive program. One-third of this restricted stock vests each year on the anniversary of the February 12, 2026 grant date, subject to the program’s conditions approved by the Compensation Committee.

At what price did Patrick D. Sugar sell SAIA (SAIA) shares in this Form 4?

Patrick D. Sugar sold 2,706 SAIA common shares at $386.7401 per share on February 13, 2026. The transaction is classified as an open-market sale, leaving him with a remaining direct ownership position of 9,121 common shares afterward.

What are SAIA (SAIA) phantom stock units held by Patrick D. Sugar?

Patrick D. Sugar holds 1,115.837 phantom stock units linked to SAIA common stock. These units are payable in the company’s common shares when his service as an employee ends, in line with the provisions of the applicable company plan.

How do the SAIA (SAIA) phantom stock units convert into common shares?

A footnote states that on February 12, 2026 the conversion rate for the phantom stock was 1.1534, corresponding to 1,287.000 underlying SAIA common shares. The phantom stock becomes payable in common stock upon his employment termination, under the plan’s terms.