Saia (NASDAQ: SAIA) CFO gets stock grant, withholds shares for taxes

Rhea-AI Filing Summary

Saia Inc. Chief Financial Officer Matthew J. Batteh reported equity compensation activity and related tax withholdings. On February 9, 2026, he acquired 757 shares of common stock at $0.00 per share as a performance unit award under the 2018 Omnibus Incentive Plan.

To cover tax liabilities tied to vesting of restricted shares and the performance award, the company withheld 25 shares at $415.46 on February 6 and 224 shares and 41 shares at $409.60 on February 9. After these transactions, he directly owned 3,702 common shares, plus 278.69 phantom stock units and stock options for 470, 500, and 1,110 shares with exercise prices of $277.86, $200.81, and $100.20 expiring in 2029, 2028, and 2027.

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^*

Batteh Matthew J

(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)
	Chief Financial Officer

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		25(1)	D	$415.46	3,210	D
Common Stock	02/09/2026		A		757(2)	A	$0.00	3,967	D
Common Stock	02/09/2026		F		224(3)	D	$409.6	3,743	D
Common Stock	02/09/2026		F		41(4)	D	$409.6	3,702	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	278.69		278.69	D
Stock Options (Right to buy)	$277.86							(8)	02/07/2029	Common Stock	470		470	D
Stock Options (Right to buy)	$200.81							(8)	02/11/2028	Common Stock	500		500	D
Stock Options (Right to buy)	$100.2							(8)	02/06/2027	Common Stock	1,110		1,110	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 321.430 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.

8. Stock Options granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the award vests each year on the anniversary of the grant date.

Remarks:

	/s/ Kelly W. Benton	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Saia (SAIA) CFO Matthew Batteh report on this Form 4?

Saia CFO Matthew J. Batteh reported a grant of 757 common shares as a performance unit award and the withholding of 290 shares in total to cover tax liabilities from restricted share vesting and the performance award, leaving him with 3,702 directly owned shares.

How many Saia (SAIA) shares does the CFO own after the reported Form 4 transactions?

After the reported transactions, Saia CFO Matthew J. Batteh directly owns 3,702 shares of common stock. In addition, he holds 278.69 phantom stock units and stock options covering 470, 500, and 1,110 shares of common stock under the company’s long-term incentive program.

What is the nature of the 757 Saia (SAIA) shares acquired by the CFO?

The 757 Saia common shares acquired by CFO Matthew J. Batteh on February 9, 2026 were issued at $0.00 per share as Performance Unit Awards under Saia’s 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 performance period, reflecting equity-based compensation.

Why were some Saia (SAIA) shares withheld from the CFO in this Form 4?

Shares were withheld at the officer’s election to cover tax liabilities from equity vesting. Specifically, 25 shares were withheld for restricted shares awarded in February 2024, 224 shares for the performance unit issuance, and 41 shares for restricted shares awarded in February 2023.

What Saia (SAIA) stock options does the CFO hold according to this filing?

The CFO holds stock options to buy 470 shares at $277.86 expiring February 7, 2029, 500 shares at $200.81 expiring February 11, 2028, and 1,110 shares at $100.20 expiring February 6, 2027, with one-third of each award vesting annually.

What are the Saia (SAIA) phantom stock units reported by the CFO?

The filing shows 278.69 phantom stock units, convertible at a rate of 1.1534 into 321.430 common shares as of February 6, 2026. These units become payable in Saia common stock upon the officer’s termination of employment, in line with the applicable plan terms.