Saia director granted 395 phantom stock units

Melville Randolph W reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 05/06/2026 - 04:18 PM EDT

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Form Type

Rhea-AI Filing Summary

Melville Randolph W reported acquisition or exercise transactions in this Form 4 filing.

SAIA INC director Melville Randolph W reported receiving a grant of 395 shares of phantom stock on May 4, 2026. These phantom stock shares become payable in the company’s common stock when his service as a director ends. Following this award, he holds 23,298 phantom stock shares directly.

Insider Trade Summary

Grant/Award: 395 shares

Grant/Award 1 txn

Insider Melville Randolph W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	395	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 23,298 contracts (Direct)

Holdings Before and After: Phantom Stock, 22,903 to 23,298 contracts (Direct)

Footnotes (1)

F1. The shares of phantom stock become payable in the Company's common stock upon reporting person's termination of service as a Director.

Key Figures

Phantom stock granted: 395 shares Phantom stock holdings after transaction: 23,298 shares Transaction price per share: $0.0000 per share +1 more

4 metrics

Phantom stock granted 395 shares Grant on May 4, 2026 to director Melville Randolph W

Phantom stock holdings after transaction 23,298 shares Total phantom stock directly held after the grant

Transaction price per share $0.0000 per share Reported grant price for phantom stock award

Underlying common stock 395 shares Common stock payable for the 395 phantom stock shares

Key Terms

Phantom Stock, grant/award acquisition, Common Stock, termination of service as a Director

4 terms

Phantom Stock financial

"The shares of phantom stock become payable in the Company's common stock"

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.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

Common Stock financial

"payable in the Company's common stock upon reporting person's termination"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

termination of service as a Director financial

"upon reporting person's termination of service as a Director"

FAQ

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

What insider transaction did SAIA (SAIA) disclose in this Form 4?

SAIA disclosed that director Melville Randolph W received 395 shares of phantom stock. These are compensation-related units that track the value of common stock and are payable in common shares when his board service ends, increasing his phantom stock holdings to 23,298.

Who is the reporting person in the SAIA (SAIA) Form 4 filing?

The reporting person is Melville Randolph W, a director of SAIA INC. The filing shows he received a grant of phantom stock as part of his director compensation, with the award linked to future payment in the company’s common stock upon termination of board service.

How many phantom stock shares did the SAIA director receive?

The SAIA director received 395 shares of phantom stock. Each phantom share corresponds to an equivalent number of common stock shares payable when his service as a director ends, bringing his total phantom stock position to 23,298 shares after this grant.

When do the SAIA phantom stock shares become payable?

The phantom stock shares become payable in SAIA’s common stock upon the reporting person’s termination of service as a director. This means he does not receive common shares immediately; payment occurs only when his board role ends, according to the filing footnote.

What is the total phantom stock held after the SAIA Form 4 transaction?

After the transaction, the director holds 23,298 phantom stock shares directly. This figure includes the newly granted 395 phantom shares and represents the total phantom stock position recorded in the filing, all ultimately payable in SAIA common stock upon his board service termination.

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

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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^*

Melville Randolph W

(Last)

(First)

(Middle)

11465 JOHNS CREEK PARKWAY, SUITE 400

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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)

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	⁽¹⁾	05/04/2026		A		395		⁽¹⁾	⁽¹⁾	Common Stock	395	$0.00	23,298	D

Explanation of Responses:

1. The shares of phantom stock become payable in the Company's common stock upon reporting person's termination of service as a Director.

Remarks:

	/s/ Kelly W. Benton	05/06/2026
	** 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