Saia CEO moves 10,000 shares into family trust
Saia, Inc. President & CEO Frederick J. Holzgrefe III reported an internal restructuring of his indirect holdings in company stock.
Rhea-AI Filing Summary
Saia, Inc. President & CEO Frederick J. Holzgrefe III reported an internal restructuring of his indirect holdings in company stock. A related LLC holding 10,000 shares of common stock transferred a 98% non‑voting interest to the Holzgrefe 2025 Family Trust as part of an estate planning strategy, in exchange for a promissory note. This change shifts how the shares are held rather than reflecting an open‑market trade.
Following these updates, Holzgrefe is shown with 12,743 shares of common stock held directly and 7,240.255 phantom stock units, which are payable in Saia common stock upon his termination of employment under the company plan.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 20,000 shares
Other
4 txns
Insider
HOLZGREFE FREDERICK J III
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 10,000 | $431.42 | $4.31M |
| Other | Common Stock | 10,000 | $431.42 | $4.31M |
| holding | Phantom Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Indirect, By LLC);
Common Stock — 10,000 shares (Indirect, By Trust);
Phantom Stock — 7,240.255 contracts (Direct);
Common Stock — 12,743 shares (Direct)
Footnotes (4)
- F1. On May 13, 2026, in accordance with the Reporting Person's estate planning strategy, the Reporting Person transferred a 98% non-voting interest in TCCE Global, LLC (the "LLC"), holding 10,000 shares of Saia, Inc. common stock (the "Shares"), to the Holzgrefe 2025 Family Trust (the "Trust") in exchange for a promissory note. The Reporting Person serves as the manager of the LLC, and the Reporting Person and his wife own all of the outstanding voting interests of the LLC. The Reporting Person serves as the trustee of the Trust and the Reporting Person, his wife and their children are the beneficiaries of the Trust. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein.
- F2. The conversion rate of this derivative security on May 13, 2026 is 1.1461 resulting in 8,298.037 shares of common stock (underlying security in column 7).
- F3. Immediate
- 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.
Key Figures
Restructured shares: 10,000 shares
Implied transaction price: $431.42 per share
Direct common stock holding: 12,743 shares
+2 more
5 metrics
Restructured shares
10,000 shares
Common stock moved between LLC and family trust structure
Implied transaction price
$431.42 per share
Reference price for 10,000-share restructuring entry
Direct common stock holding
12,743 shares
Shares held directly by CEO after reported transactions
Phantom stock units
7,240.255 units
Derivative compensation payable in common stock at termination
Restructuring share total
20,000 shares
J-code restructuring shares across entities in transaction summary
Key Terms
Phantom Stock, estate planning strategy, promissory note, beneficial ownership, +1 more
5 terms
Phantom Stock financial
"The shares of phantom stock become payable in the Company's common stock upon reporting person's termination of service"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
estate planning strategy financial
"in accordance with the Reporting Person's estate planning strategy, the Reporting Person transferred a 98% non-voting interest"
promissory note financial
"to the Holzgrefe 2025 Family Trust in exchange for a promissory note"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Saia (SAIA) report for CEO Frederick Holzgrefe?
Saia reported an internal restructuring of 10,000 indirectly held shares. A related LLC transferred a 98% non-voting interest holding these shares to the Holzgrefe 2025 Family Trust as part of estate planning, rather than an open-market purchase or sale.
Does the Saia (SAIA) Form 4 show an open-market trade by the CEO?
No, the Form 4 reflects an estate-planning transfer, not a market trade. The code J transactions document movement of 10,000 shares between an LLC and a family trust structure, with consideration via a promissory note, rather than stock bought or sold on the market.
What phantom stock position does the Saia (SAIA) CEO hold?
The CEO holds 7,240.255 phantom stock units. These phantom shares are a derivative form of compensation that becomes payable in Saia common stock upon his termination of employment, according to the company’s plan terms described in the filing.
How does the family trust feature in the Saia (SAIA) CEO’s holdings?
The Holzgrefe 2025 Family Trust becomes the main non-voting owner of the LLC. The CEO transferred a 98% non-voting interest in the LLC, which holds 10,000 Saia shares, to the trust, while he remains trustee and manager with his family as beneficiaries.
AI-generated analysis. How Rhea-AI works. Not financial advice.
