Saia (NASDAQ: SAIA) EVP covers tax bill with 204 withheld shares

Rhea-AI Filing Summary

Saia Inc. executive Patrick D. Sugar reported a routine tax-related share disposition. On March 9, 2026, 204 shares of common stock were withheld at his election at $368.78 per share to cover tax liabilities tied to the vesting of restricted shares granted in March 2021. After this withholding, he directly holds 8,917 shares of common stock. He also holds phantom stock units that will be settled in Saia common stock upon the end of his employment, in line with the company’s plan terms.

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^*

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)
03/09/2026

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	03/09/2026		F		204(1)	D	$368.78	8,917	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 March 2021.

2. The conversion rate of this derivative security on March 9, 2026 is 1.1514 resulting in 1,284.770 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	03/11/2026
	** 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.

FAQ

What insider transaction did Saia (SAIA) report for Patrick D. Sugar?

Saia reported that EVP Operations Patrick D. Sugar had 204 common shares withheld to satisfy tax liabilities from vesting restricted shares. This was a tax-withholding disposition, not an open-market sale, and is common for equity-based compensation.

Was the Saia (SAIA) insider transaction a tax withholding or an open-market sale?

The transaction was a tax withholding, not an open-market sale. Shares were withheld at Patrick D. Sugar’s election to cover tax liabilities arising from the vesting of restricted stock granted in March 2021.

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

After the March 9, 2026 tax-withholding disposition, Patrick D. Sugar directly holds 8,917 shares of Saia common stock. This remaining position shows the transaction affected only a small portion of his overall equity holdings.

At what price were Saia (SAIA) shares withheld for Patrick D. Sugar’s taxes?

The 204 Saia common shares were withheld at $368.78 per share. This price is used solely for calculating the value of shares applied toward Sugar’s tax obligations linked to his vesting restricted stock.

What are Patrick D. Sugar’s phantom stock holdings in Saia (SAIA)?

Patrick D. Sugar holds phantom stock units that reference Saia common stock. These phantom shares become payable in common stock when his employment terminates, according to the company’s plan, providing an additional long-term equity-linked interest.

Does the recent Saia (SAIA) Form 4 indicate a change in insider sentiment?

The Form 4 reflects routine tax withholding on vesting equity, not a discretionary market sale. Such transactions are generally administrative and do not necessarily signal a change in the insider’s view of Saia’s prospects.