SAIA (SAIA) EVP Patrick Sugar reports stock awards and tax withholdings

Rhea-AI Filing Summary

SAIA Inc.'s EVP Operations Patrick D. Sugar reported equity compensation activity and related tax withholdings. On February 9, 2026, he was issued 3,101 shares of common stock as Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 performance period.

To cover tax liabilities, shares were withheld at his election: 95 shares at $415.46 on February 6, 2026 and 167 and 1,233 shares at $409.60 on February 9, 2026 in connection with vesting or issuance of restricted and performance-based shares. After these transactions, he directly owned 9,742 common shares.

He also held 1,115.837 phantom stock units, which become payable in SAIA common stock upon termination of employment, with a disclosed conversion rate on February 6, 2026 of 1.1534, resulting in 1,286.973 underlying common shares.

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^*

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)
02/06/2026

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		95(1)	D	$415.46	8,041	D
Common Stock	02/09/2026		A		3,101(2)	A	$0.00	11,142	D
Common Stock	02/09/2026		F		167(3)	D	$409.6	10,975	D
Common Stock	02/09/2026		F		1,233(4)	D	$409.6	9,742	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	(5)							(6)	(7)	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 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. The conversion rate of this derivative security on February 6, 2026 is 1.1534 resulting in 1,286.973 shares of common stock (underlying security in column 7).

6. Immediate

7. 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	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Patrick D. Sugar reported equity compensation and tax-related share withholdings. He received 3,101 SAIA common shares as Performance Unit Awards and had multiple small F-code transactions where shares were withheld to satisfy tax liabilities tied to vesting and award issuance.

How many SAIA (SAIA) shares did Patrick D. Sugar receive as awards?

He received 3,101 shares of SAIA common stock. These were issued as Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 performance period, reflecting long-term incentive compensation rather than an open-market purchase of shares.

Why were some SAIA (SAIA) shares reported with transaction code F on this Form 4?

Code F indicates shares withheld to cover taxes. Sugar elected to have 95 shares at $415.46 and 167 and 1,233 shares at $409.60 withheld to satisfy tax liabilities from vesting restricted shares and the issuance of performance-based awards granted under SAIA’s 2018 Omnibus Incentive Plan.

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

Following the reported transactions, Sugar directly owned 9,742 SAIA common shares. This figure reflects the net result of the reported Performance Unit Award issuance and the various tax-withholding share transactions disclosed for early February 2026.

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

He reported holding 1,115.837 phantom stock units. On February 6, 2026 the conversion rate was 1.1534, corresponding to 1,286.973 underlying SAIA common shares, which become payable in stock when his employment with the company terminates under the plan terms.

When do SAIA (SAIA) phantom stock units become payable to Patrick D. Sugar?

The phantom stock units become payable in SAIA common stock upon Sugar’s termination of service as an employee. This timing is governed by the company’s plan, aligning the payout with the end of his employment rather than immediate or scheduled interim settlement.