Form 4: SAIA officer holds 4,091 shares; 100.069 phantom units

Rhea-AI Filing Summary

SAIA Inc reported an insider transaction by its VP & CAO on a Form 4. On 11/02/2025, the officer had 196 shares of common stock withheld (transaction code F) at $292.50 per share to cover taxes from the vesting of restricted shares awarded in November 2022. Following this, the officer beneficially owns 4,091 common shares directly.

The filing also lists 100.069 phantom stock units, with a conversion rate on November 2, 2025 of 1.1599, reflecting 116.066 underlying common shares. These phantom shares are payable in company stock upon the officer’s termination of service, in accordance with the plan 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	196	$292.50	$57K
holding	Phantom Stock	--	--	--

Holdings After Transaction: Common Stock — 4,091 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 November 2022. The conversion rate of this derivative security on November 2, 2025 is 1.1599 resulting in 116.066 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
Estimated average burden
hours per response:			0.5

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)
11/02/2025

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	11/02/2025		F		196(1)	D	$292.5	4,091	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 November 2022.

2. The conversion rate of this derivative security on November 2, 2025 is 1.1599 resulting in 116.066 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	11/04/2025
	** 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 did SAIA (SAIA) disclose in this Form 4?

An officer reported tax withholding of 196 common shares at $292.50 due to RSU vesting, and updated beneficial ownership.

How many SAIA shares does the officer own after the transaction?

The officer beneficially owns 4,091 common shares directly after the reported transaction.

What is transaction code F on the Form 4 for SAIA?

Code F indicates shares were withheld to cover taxes upon vesting of restricted stock units.

What phantom stock holdings are reported for SAIA’s officer?

The filing shows 100.069 phantom stock units, convertible at 1.1599, representing 116.066 underlying shares as of 11/02/2025.

When are the phantom stock units payable?

They become payable in SAIA common stock upon the officer’s termination of service, per the plan terms.

What triggered the share withholding on 11/02/2025?

The withholding was tied to the vesting of restricted shares awarded in November 2022.