Saia (SAIA) VP & CAO logs stock awards and tax share withholdings

Rhea-AI Filing Summary

Saia Inc. VP & CAO Kelly W. Benton reported several equity transactions involving company common stock. On February 9, 2026, Benton received 689 shares of common stock at $0.00 per share as Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 performance period.

To cover tax liabilities tied to vesting and award issuance, Benton had 35 shares withheld at $415.46 on February 6, 2026, and 44 and 204 shares withheld at $409.60 on February 9, 2026. After these transactions, Benton directly owned 3,459 shares of Saia common stock and 100.069 phantom stock units, which correspond to 115.417 shares of common stock and are payable in stock upon termination of employment.

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^*

Benton Kelly W

(Last) (First) (Middle)

11465 JOHNS CREEK PARKWAY

(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)
	VP & CAO

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		35(1)	D	$415.46	3,018	D
Common Stock	02/09/2026		A		689(2)	A	$0.00	3,707	D
Common Stock	02/09/2026		F		44(3)	D	$409.6	3,663	D
Common Stock	02/09/2026		F		204(4)	D	$409.6	3,459	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	100.069		100.069	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 115.417 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Saia (SAIA) VP & CAO Kelly W. Benton report on this Form 4?

Kelly W. Benton reported equity awards and tax-related share withholdings. The filing shows receipt of 689 common shares as Performance Unit Awards and several small share withholdings to satisfy tax obligations, along with updated direct holdings and phantom stock units.

How many Saia shares does Kelly W. Benton own after the reported transactions?

After the transactions, Benton directly owns 3,459 Saia common shares. The Form 4 also lists 100.069 phantom stock units, which represent 115.417 underlying common shares, payable in stock when Benton’s employment terminates under the plan’s terms.

What equity award did Saia grant to Kelly W. Benton on February 9, 2026?

Saia granted Benton 689 shares of common stock on February 9, 2026. These shares were issued at $0.00 per share as Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 performance period.

Why were some Saia shares withheld from Kelly W. Benton in this filing?

Shares were withheld to cover tax liabilities on vesting and awards. The filing notes 35, 44, and 204 shares of common stock were withheld at prices around $410–$415 per share to satisfy Benton’s tax obligations tied to restricted shares and Performance Unit Awards.

What are the phantom stock units reported for Kelly W. Benton at Saia?

Benton holds 100.069 phantom stock units linked to Saia common stock. At a stated conversion rate of 1.1534 as of February 6, 2026, these correspond to 115.417 common shares, payable in stock upon Benton’s termination of employment in line with the plan.

How is the conversion rate for Saia phantom stock described in the Form 4?

The Form 4 cites a conversion rate of 1.1534 on February 6, 2026. At this rate, Benton’s 100.069 phantom stock units equate to 115.417 underlying Saia common shares, as disclosed in the explanatory footnotes.