Saia (SAIA) EVP granted shares and reports phantom stock holdings

Rhea-AI Filing Summary

Saia Inc. executive Raymond R. Ramu reported equity compensation activity and related tax withholding. On February 9, 2026, he acquired 3,602 shares of common stock at $0.00 per share as performance unit awards under the 2018 Omnibus Incentive Plan. On February 6 and February 9, shares totaling 1,794 were withheld at his election at prices between $409.60 and $415.46 to cover tax liabilities from vesting restricted shares and the performance awards. After these transactions he directly owned 6,558 common shares, and separately held 8,494.794 phantom stock units, payable in Saia common stock upon termination of employment under the plan.

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^*

RAMU RAYMOND 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)
	Exec. VP & Chief Customer Off.

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		111(1)	D	$415.46	4,639	D
Common Stock	02/09/2026		A		3,602(2)	A	$0.00	8,241	D
Common Stock	02/09/2026		F		1,489(3)	D	$409.6	6,752	D
Common Stock	02/09/2026		F		194(4)	D	$409.6	6,558	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	8,494.794		8,494.794	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 upon the issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period.

4. Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2023.

5. The conversion rate of this derivative security on February 6, 2026 is 1.1534 resulting in 9,797.642 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did Saia (SAIA) report for Raymond R. Ramu?

Saia reported that Executive Vice President Raymond R. Ramu received 3,602 common shares as performance unit awards and had 1,794 shares withheld to cover tax liabilities. Following these transactions, he directly held 6,558 Saia common shares plus additional phantom stock units.

How many Saia (SAIA) shares does Raymond R. Ramu hold after this Form 4?

After the reported transactions, Raymond R. Ramu directly owns 6,558 Saia common shares. He also holds 8,494.794 phantom stock units, which are designed to be settled in Saia common stock upon his termination of employment under the company’s incentive plan.

What was the nature of the 3,602 Saia (SAIA) shares granted to Raymond R. Ramu?

The 3,602 Saia common shares granted to Raymond R. Ramu represent Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 performance period. These awards were recorded at a price of $0.00 per share as equity compensation.

Why were Saia (SAIA) shares sold or withheld at prices above $400 for Raymond R. Ramu?

Shares reported with transaction code “F” at prices between $409.60 and $415.46 were withheld at Raymond R. Ramu’s election to cover tax liabilities. Those liabilities arose from vesting restricted shares and issuance of performance unit awards under Saia’s 2018 Omnibus Incentive Plan.

What are the phantom stock units held by Saia (SAIA) executive Raymond R. Ramu?

Raymond R. Ramu holds 8,494.794 phantom stock units linked to Saia common stock. These units become payable in Saia shares upon his termination of service as an employee, according to the terms of the company’s incentive plan disclosed in the Form 4 filing.

Does this Saia (SAIA) Form 4 indicate open-market buying or selling by Raymond R. Ramu?

The Form 4 shows equity awards and tax-related share withholding, not open-market trades. Shares were acquired as performance unit awards at $0.00, while shares marked with code “F” were withheld to satisfy tax obligations tied to vesting and award issuance events.