Saia (SAIA) EVP & CHRO logs performance share grant and tax-withholding trades

Rhea-AI Filing Summary

Saia Inc. EVP & CHRO R. Anthony Norwood reported routine equity compensation transactions. On 02/09/2026, he received 898 shares of Common Stock as Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 performance period.

On 02/06/2026 and 02/09/2026, a total of 341 shares of Common Stock were withheld at his election to cover tax liabilities related to vesting of restricted shares and issuance of performance units, at prices of $415.46 and $409.60 per share. After these transactions, he directly owned 4,171 Common shares.

The filing also notes 530 stock options with an exercise price of $287.79 expiring on 03/02/2029, granted under a long‑term incentive program where one‑third of the award vests each year on the grant anniversary.

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^*

Norwood Anthony R

(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)
	EVP & CHRO

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		36(1)	D	$415.46	3,578	D
Common Stock	02/09/2026		A		898(2)	A	$0.00	4,476	D
Common Stock	02/09/2026		F		49(3)	D	$409.6	4,427	D
Common Stock	02/09/2026		F		256(4)	D	$409.6	4,171	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
Stock Options (Right to buy)	$287.79							(5)	03/02/2029	Common Stock	530		530	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. Stock Options granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the award vests each year on the anniversary of the grant date.

Remarks:

	/s/ Kelly W. Benton	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did SAIA EVP & CHRO R. Anthony Norwood report?

R. Anthony Norwood reported equity compensation activity, including 898 Common shares awarded as Performance Unit Awards and 341 shares withheld to cover tax liabilities tied to vesting events and performance awards, plus disclosure of 530 stock options under a long-term incentive program.

How many SAIA shares does the EVP & CHRO own after these Form 4 transactions?

After the reported transactions, R. Anthony Norwood directly owned 4,171 shares of Saia Common Stock. This reflects the net result of new performance-based share issuance and multiple tax-withholding share reductions disclosed for February 6 and February 9, 2026.

What were the prices used for SAIA tax-withholding share transactions on this Form 4?

The tax-withholding transactions used share prices of $415.46 on February 6, 2026, and $409.60 on February 9, 2026. These prices applied to shares withheld to satisfy income tax obligations from restricted stock vesting and performance unit issuance.

What performance awards did SAIA grant to the EVP & CHRO according to this filing?

The filing reports issuance of 898 Common shares as Performance Unit Awards under Saia’s 2018 Omnibus Incentive Plan. These relate to the performance period from January 1, 2023 through December 31, 2025, reflecting long-term performance-based compensation for the executive.

What stock options for SAIA shares are disclosed for the EVP & CHRO?

The Form 4 discloses 530 stock options with a $287.79 exercise price, expiring March 2, 2029. These options were granted under a long-term incentive program, with one-third of the award vesting each year on the anniversary of the grant date.

Were the SAIA insider share withholdings discretionary sales by the EVP & CHRO?

No, the filing states the share withholdings were at the officer’s election to cover tax liabilities. They related to vesting of restricted shares from 2023 and 2024 grants and issuance of performance units, rather than discretionary open-market sales.