SAIA (SAIA) EVP Patrick Sugar reports tax share withholding and phantom stock

Rhea-AI Filing Summary

SAIA Inc.'s EVP of Operations, Patrick D. Sugar, reported a routine tax-related share withholding and updated equity holdings. On February 5, 2026, 137 shares of common stock were withheld at his election to cover tax liabilities tied to restricted shares, at $404.745 per share, leaving him with 8,136 common shares beneficially owned directly.

He also reported holding 1,115.837 units of phantom stock, which are payable in common stock upon termination of employment under the company plan. A conversion rate of 1.1534 on that date corresponds to 1,286.969 underlying common shares, highlighting an additional layer of equity-linked compensation.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SUGAR PATRICK D

Role EVP Operations

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	137	$404.745	$55K
holding	Phantom Stock	--	--	--

Holdings After Transaction: Common Stock — 8,136 shares (Direct); Phantom Stock — 1,115.837 shares (Direct)

Footnotes (1)

1. Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2025. The conversion rate of this derivative security on February 5, 2026 is 1.1534 resulting in 1,286.969 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

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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)
02/05/2026

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		137(1)	D	$404.745	8,136	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. Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2025.

2. The conversion rate of this derivative security on February 5, 2026 is 1.1534 resulting in 1,286.969 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	02/09/2026
	** 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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FAQ

What insider transaction did SAIA (SAIA) EVP Operations Patrick D. Sugar report?

Patrick D. Sugar reported a tax withholding transaction where 137 SAIA common shares were withheld on February 5, 2026 at $404.745 per share. This covered tax liabilities from vesting restricted shares awarded in February 2025 and left him with 8,136 directly held common shares.

How many SAIA (SAIA) shares does Patrick D. Sugar hold after this Form 4?

After the reported transaction, he beneficially owns 8,136 SAIA common shares directly. This figure reflects his position following the withholding of 137 shares for tax purposes related to restricted stock vesting on February 5, 2026.

What does the tax withholding code F mean in this SAIA (SAIA) Form 4?

Transaction code F indicates shares withheld to pay taxes rather than an open-market sale. In this filing, 137 common shares were withheld at $404.745 per share to satisfy tax liabilities from vesting restricted stock granted in February 2025.

What phantom stock holdings did SAIA (SAIA) report for Patrick D. Sugar?

He reported 1,115.837 units of phantom stock held directly. According to the filing, these units become payable in SAIA common stock upon his termination of employment, in line with the company’s plan terms governing phantom stock awards.

How many SAIA (SAIA) shares underlie Patrick D. Sugar’s phantom stock units?

The filing cites a conversion rate of 1.1534 on February 5, 2026, resulting in 1,286.969 underlying SAIA common shares for the 1,115.837 phantom stock units, giving investors a clearer view of his equity-linked compensation exposure.

Does the SAIA (SAIA) phantom stock become payable immediately to Patrick D. Sugar?

No, the phantom stock becomes payable upon termination of his employment. The filing states the shares of phantom stock are settled in SAIA common stock when his service as an employee ends, consistent with the terms of the company’s plan.