Saia (NASDAQ: SAIA) CFO trades stock, exercises options

Rhea-AI Filing Summary

Saia Inc.’s Chief Financial Officer Matthew J. Batteh reported multiple equity transactions and awards. On February 12, 2026, he received 1,658 shares of common stock at $0.00 as restricted stock under a long‑term incentive plan, bringing his holdings to 5,360 shares. That same day, he exercised 1,110 stock options at an exercise price of $100.20 per share and acquired an equal number of common shares, then sold 1,110 shares in an open‑market transaction at an average price of $375.7094, leaving 5,360 shares outstanding.

On February 13, 2026, he made additional open‑market sales of 766 shares at $388.9401 and 150 shares at a weighted average of $389.504, reducing his directly held common stock to 4,444 shares. He also holds phantom stock units equivalent to 278.69 shares and stock options for 470 and 500 shares expiring in 2029 and 2028, respectively, which continue to vest annually under the company’s long‑term incentive program.

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)
02/12/2026

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	02/12/2026		A		1,658(1)	A	$0.00	5,360	D
Common Stock	02/12/2026		M		1,110	A	$100.2	6,470	D
Common Stock	02/12/2026		S		1,110	D	$375.7094	5,360	D
Common Stock	02/13/2026		S		766	D	$388.9401	4,594	D
Common Stock	02/13/2026		S		150	D	$389.504(2)	4,444	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
Stock Options (Right to Buy)	$100.2	02/12/2026		M			1,110	(3)	02/06/2027	Common Stock	1,110	$0.00	0.00	D
Phantom Stock	(4)							(5)	(6)	Common Stock	278.69		278.69	D
Stock Options (Right to buy)	$277.86							(3)	02/07/2029	Common Stock	470		470	D
Stock Options (Right to buy)	$200.81							(3)	02/11/2028	Common Stock	500		500	D

Explanation of Responses:

1. Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the restricted stock award vests each year on the anniversary of the grant date.

2. This transaction was executed in multiple trades at prices ranging from $389.50 USD to $389.53 USD; the price reported above reflects the weighted average sale price.

3. 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.

4. The conversion rate of this derivative security on February 12, 2026 is 1.1534 resulting in 321.437 shares of common stock (underlying security in column 7).

5. Immediate

6. 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	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did SAIA CFO Matthew J. Batteh report?

SAIA CFO Matthew J. Batteh reported stock awards, option exercises, and share sales. He received 1,658 restricted shares, exercised 1,110 options, then sold 1,110, 766, and 150 common shares in open‑market trades over February 12–13, 2026.

How many SAIA shares does the CFO own after these Form 4 transactions?

After the reported trades, the CFO directly owns 4,444 SAIA common shares. This reflects awards, option exercise, and several open‑market sales completed on February 12–13, 2026, as disclosed in the Form 4 filing’s ownership columns.

What stock awards did SAIA grant its CFO on February 12, 2026?

On February 12, 2026, the CFO received 1,658 restricted common shares at $0.00 under Saia’s long‑term incentive program. One‑third of this restricted stock vests each year on the grant‑date anniversary, subject to the Compensation Committee’s approved plan terms.

At what prices did the SAIA CFO sell common stock in this Form 4?

The CFO sold 1,110 shares at $375.7094, 766 shares at $388.9401, and 150 shares at a weighted average $389.504. These were open‑market sales, with the last trade executed in multiple lots between $389.50 and $389.53 per share.

What does the Form 4 say about SAIA CFO option exercises?

The Form 4 shows the CFO exercised 1,110 stock options at an exercise price of $100.20 per share. These options were granted under a long‑term incentive program where one‑third of each award vests annually on the grant‑date anniversary.

What phantom stock and options holdings does the SAIA CFO retain?

The CFO holds phantom stock units convertible into 278.69 common shares, payable in stock upon termination of employment. He also holds options for 470 shares expiring February 7, 2029, and 500 shares expiring February 11, 2028, subject to the plan’s vesting schedule.