Saia CEO covers taxes with 440 withheld shares

Saia Inc.’s President & CEO Frederick J. Holzgrefe III reported a tax-related share withholding.

Rhea-AI Filing Summary

Saia Inc.’s President & CEO Frederick J. Holzgrefe III reported a tax-related share withholding. On February 5, 2026, 440 shares of common stock were withheld at his election to cover tax liabilities from the vesting of restricted shares at $404.745 per share.

After this withholding, he beneficially owned 17,205 shares of common stock directly. He also held 7,135.514 shares of phantom stock, which on February 5, 2026 had a conversion rate of 1.1534, representing 8,229.861 shares of common stock payable in stock upon termination of his employment under the plan.

Insider Trade Summary

Exercise Price or Tax Liability: 440 shares

Exercise Price or Tax Liability 2 txns

Insider HOLZGREFE FREDERICK J III

Role President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	440	$404.745	$178K
holding	Phantom Stock	--	--	--

Holdings After Transaction: Common Stock — 17,205 shares (Direct); Phantom Stock — 7,135.514 contracts (Direct)

Footnotes (4)

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. The conversion rate of this derivative security on February 5, 2026 is 1.1534 resulting in 8,229.861 shares of common stock (underlying security in column 7).
3. F3. Immediate
4. F4. 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.

FAQ

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

What insider transaction did Saia (SAIA) report for its CEO?

Saia’s CEO Frederick J. Holzgrefe III had 440 common shares withheld on February 5, 2026 to cover tax liabilities from vesting restricted stock, at a price of $404.745 per share, leaving him with 17,205 directly owned common shares.

Was the Saia (SAIA) CEO’s Form 4 transaction an open-market sale?

No, the Form 4 shows 440 shares withheld to cover tax liabilities from restricted stock vesting, coded as transaction type “F.” This reflects a tax withholding arrangement rather than a discretionary open-market sale of Saia common stock by the CEO.

How many Saia (SAIA) common shares does the CEO own after the transaction?

After the February 5, 2026 withholding, Saia’s CEO beneficially owned 17,205 shares of common stock directly. This figure represents his post-transaction direct holdings reported in Table I of the Form 4 filed for Frederick J. Holzgrefe III.

What phantom stock holdings does the Saia (SAIA) CEO report?

The CEO reports 7,135.514 phantom stock units held directly. On February 5, 2026 these units had a conversion rate of 1.1534, representing 8,229.861 underlying Saia common shares, payable in stock upon his termination of employment under the plan’s terms.

When do the Saia (SAIA) CEO’s phantom stock units become payable?

According to the Form 4, the phantom stock units become payable in Saia common stock upon the reporting person’s termination of service as an employee. Payment timing therefore depends on when Frederick J. Holzgrefe III’s employment with Saia ends under the plan.

What caused the tax liability tied to Saia (SAIA) CEO’s withheld shares?

The tax liability arose from the vesting of restricted shares awarded in February 2025. On February 5, 2026, 440 Saia common shares were withheld at the officer’s election to satisfy these tax obligations, as explained in the Form 4 footnote F1.

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

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Accepted by SEC EDGAR 02/09/2026 - 05:34 PM Learn about SEC filing dates

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^*

HOLZGREFE FREDERICK J III

(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)
	President & CEO

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		440(1)	D	$404.745	17,205	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	7,135.514		7,135.514	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 8,229.861 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.
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.