Saia (SAIA) CFO covers tax bill with 91 shares, holds options

Rhea-AI Filing Summary

Saia Inc.'s chief financial officer Matthew J. Batteh reported an insider transaction involving company common stock. On February 5, 2026, 91 shares of common stock were withheld at his election to cover tax liabilities from the vesting of restricted shares awarded in February 2025 at a price of $404.745 per share. After this withholding, he directly beneficially owns 3,235 shares of Saia common stock.

He also reports derivative holdings, including 278.69 units of phantom stock, which become payable in common stock upon termination of employment, and stock options to purchase 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 option award vesting annually on the grant-date anniversary.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Batteh Matthew J

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	91	$404.745	$37K
holding	Phantom Stock	--	--	--
holding	Stock Options (Right to buy)	--	--	--
holding	Stock Options (Right to buy)	--	--	--
holding	Stock Options (Right to buy)	--	--	--

Holdings After Transaction: Common Stock — 3,235 shares (Direct); Phantom Stock — 278.69 shares (Direct); Stock Options (Right to buy) — 470 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 321.429 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. 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.

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^*

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)
02/05/2026

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		91(1)	D	$404.745	3,235	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	278.69		278.69	D
Stock Options (Right to buy)	$277.86							(5)	02/07/2029	Common Stock	470		470	D
Stock Options (Right to buy)	$200.81							(5)	02/11/2028	Common Stock	500		500	D
Stock Options (Right to buy)	$100.2							(5)	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 2025.

2. The conversion rate of this derivative security on February 5, 2026 is 1.1534 resulting in 321.429 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.

5. 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	02/09/2026
	** 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) CFO Matthew J. Batteh report?

Saia’s CFO Matthew J. Batteh reported 91 common shares withheld on February 5, 2026 to cover tax liabilities from vesting restricted shares. The withholding price was $404.745 per share, reflecting tax settlement rather than an open-market sale or purchase.

How many Saia common shares does the CFO own after this Form 4?

After the February 5, 2026 transaction, Saia’s CFO directly beneficially owns 3,235 common shares. This figure reflects his position after 91 shares were withheld to satisfy tax obligations from previously granted restricted stock that vested in February 2025.

What does the tax withholding transaction mean for Saia (SAIA) shareholders?

The transaction reflects 91 shares withheld to cover the officer’s tax liabilities from vesting restricted shares, not an open-market sale. It is a compensation-related adjustment and shows how part of the equity award was used to satisfy personal tax obligations.

What phantom stock holdings does the Saia CFO report in this filing?

The CFO reports 278.69 units of phantom stock as of February 5, 2026. These units convert into Saia common stock and become payable when his service as an employee terminates, in accordance with the company’s plan terms described in the footnotes.

What stock options does the Saia (SAIA) CFO hold according to this Form 4?

He holds options for 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. One-third of each award vests annually on the grant-date anniversary.

How is the Saia CFO’s phantom stock converted to common shares?

The filing notes a conversion rate of 1.1534 on February 5, 2026, resulting in 321.429 common shares underlying the phantom stock. These phantom shares become payable in Saia common stock upon the CFO’s termination of employment under the applicable plan.