Saia EVP covers taxes with 61-share stock withholding

Saia Inc. EVP & CHRO R. Anthony Norwood reported a small share withholding tied to equity compensation.

Accepted by SEC EDGAR 02/09/2026 - 05:32 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Saia Inc. EVP & CHRO R. Anthony Norwood reported a small share withholding tied to equity compensation. On February 5, 2026, 61 shares of common stock were withheld at a price of $404.745 per share to cover tax liabilities on vested restricted shares, leaving 3,614 common shares held directly. The filing also shows a holding of 530 stock options with a $287.79 exercise price expiring on March 2, 2029, which vest in three equal annual installments under Saia’s long-term incentive program.

Insider Trade Summary

Exercise Price or Tax Liability: 61 shares

Exercise Price or Tax Liability 1 txn

Insider Norwood Anthony R

Role EVP & CHRO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	61	$404.745	$25K
Holding	Stock Options (Right to buy)	--	--	--

Holdings After Transaction: Common Stock — 3,614 shares (Direct); Stock Options (Right to buy) — 530 contracts (Direct)

Holdings Before and After: Common Stock, 3,675 to 3,614 shares (Direct)

Footnotes (2)

1. F1. Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2025.
2. F2. 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.

FAQ

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

What insider transaction did Saia (SAIA) report for EVP & CHRO R. Anthony Norwood?

Saia reported that EVP & CHRO R. Anthony Norwood had 61 common shares withheld at $404.745 per share on February 5, 2026. The withholding covered tax liabilities from the vesting of restricted shares granted in February 2025.

Was the Saia (SAIA) Form 4 transaction an open market sale of shares?

No, the Form 4 shows 61 Saia common shares withheld to satisfy taxes on vested restricted stock. This is a payroll-type withholding event, not a discretionary open market sale initiated to change the insider’s economic exposure.

How many Saia (SAIA) shares does EVP & CHRO R. Anthony Norwood own after this Form 4?

After the tax withholding transaction, R. Anthony Norwood beneficially owns 3,614 Saia common shares directly. This amount reflects his position following the 61-share withholding related to the vesting of restricted stock units.

What stock options does Saia (SAIA) EVP & CHRO R. Anthony Norwood hold?

Norwood holds stock options on 530 Saia common shares with a $287.79 exercise price, expiring March 2, 2029. The award vests in three equal annual installments on each anniversary of the grant date, under Saia’s long-term incentive program.

What does transaction code "F" mean in the Saia (SAIA) Form 4 filing?

Transaction code “F” indicates shares were withheld to pay taxes due upon vesting of equity awards. In this case, 61 Saia common shares were withheld at $404.745 per share to cover tax liabilities from restricted shares granted in February 2025.

Does the Saia (SAIA) Form 4 indicate indirect ownership or third-party entities?

The Form 4 shows all reported holdings as directly owned by R. Anthony Norwood, with 3,614 common shares and 530 stock options. The footnotes do not reference trusts, LLCs, or other entities or disclaim beneficial ownership or voting control.

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^*

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)
02/05/2026

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	02/05/2026		F		61(1)	D	$404.745	3,614	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							(2)	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 2025.

2. 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	02/09/2026
	** 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.
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