Saia (SAIA) VP & CAO reports tax share withholding and phantom stock

Rhea-AI Filing Summary

Saia Inc.'s VP & CAO, Kelly W. Benton, reported a small tax-related share withholding and updated equity holdings. On February 5, 2026, 38 shares of Saia common stock were withheld at Benton's election to cover tax liabilities tied to the vesting of restricted shares awarded in February 2025, at a price of $404.745 per share. After this, Benton beneficially owned 3,053 shares of common stock directly.

The filing also reports 100.069 units of phantom stock, a derivative tied to Saia common shares. The stated conversion rate on February 5, 2026 was 1.1534, corresponding to 115.416 shares of common stock as the underlying security. These phantom stock units become payable in Saia common stock upon Benton’s termination of service as an employee, in line with the plan’s terms.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Benton Kelly W

Role VP & CAO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	38	$404.745	$15K
holding	Phantom Stock	--	--	--

Holdings After Transaction: Common Stock — 3,053 shares (Direct); Phantom Stock — 100.069 shares (Direct)

Footnotes (1)

1. Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2025. The conversion rate of this derivative security on February 5, 2026 is 1.1534 resulting in 115.416 shares of common stock (underlying security in column 7). Immediate 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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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)
02/05/2026

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	02/05/2026		F		38(1)	D	$404.745	3,053	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	(2)							(3)	(4)	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 2025.

2. The conversion rate of this derivative security on February 5, 2026 is 1.1534 resulting in 115.416 shares of common stock (underlying security in column 7).

3. Immediate

4. 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	02/09/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Saia (SAIA) report for Kelly W. Benton?

Saia reported that VP & CAO Kelly W. Benton had 38 shares of common stock withheld on February 5, 2026 to cover tax liabilities from vesting restricted shares awarded in February 2025, at a price of $404.745 per share.

How many Saia (SAIA) shares does Kelly W. Benton own after this Form 4?

After the reported tax withholding transaction, VP & CAO Kelly W. Benton beneficially owns 3,053 shares of Saia common stock directly. This figure reflects holdings following the February 5, 2026 withholding of 38 shares for tax purposes.

What does the tax withholding transaction on Saia (SAIA) stock represent?

The 38 Saia shares were withheld at Benton’s election to satisfy tax liabilities from the vesting of restricted shares granted in February 2025. Such “F” code transactions typically reflect tax settlements rather than open-market buying or selling activity.

What phantom stock holdings are disclosed for Saia (SAIA) VP & CAO Benton?

The filing shows Benton holds 100.069 units of phantom stock. On February 5, 2026, these units converted at 1.1534, corresponding to 115.416 underlying Saia common shares, and become payable in common stock upon termination of employment under the plan.

When do Saia (SAIA) phantom stock units become payable to Kelly W. Benton?

According to the disclosure, the phantom stock units become payable in Saia common stock when Benton’s service as an employee ends. Payment timing is linked to termination of employment, following the terms of the applicable compensation plan.

Is the Saia (SAIA) Form 4 transaction an open-market sale by Kelly W. Benton?

The transaction is coded “F,” indicating 38 shares were withheld to cover tax obligations from restricted share vesting, not an open-market sale. It reflects an administrative tax settlement associated with equity compensation rather than discretionary selling.