SGA Form 4: COO reports 276-share tax withholding at $12.11

Rhea-AI Filing Summary

Saga Communications (SGA) Chief Operating Officer Wayne Leland filed a Form 4 reporting a routine tax-withholding transaction. On 11/06/2025, 276 shares of Class A Common Stock were withheld at a price of $12.11 per share (Code F) in connection with the vesting of restricted stock to satisfy tax obligations.

Following the transaction, the reporting person beneficially owns 23,868 shares directly. In addition, 1,566 shares are held indirectly in a 401(k) plan.

Insights

Equity compensation and insider transactions analyst

Routine tax withholding; neutral impact.

The filing records an administrative equity event: 276 shares withheld (Code F) at $12.11 on 11/06/2025 to cover taxes upon restricted stock vesting. Such withholdings do not represent an open-market sale and are typical of equity compensation.

Post-transaction holdings are 23,868 shares directly and 1,566 indirectly via a 401(k). The market impact is generally minimal because no discretionary sale occurred; the number of shares and price are explicitly disclosed.

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

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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^*

Leland Wayne

(Last) (First) (Middle)

C/O SAGA COMMUNICATIONS, INC.

73 KERCHEVAL AVENUE

(Street)

GROSSE POINTE FARMS MI 48236

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SAGA COMMUNICATIONS INC [ SGA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025

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
Class A Common Stock	11/06/2025		F		276(1)	D	$12.11	23,868	D
Class A Common Stock								1,566(2)	I	In 401(k) plan

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

Explanation of Responses:

1. The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the vesting of restricted stock.

2. Includes shares acquired pursuant to the issuer's 401(k) Plan since last report of common stock ownership.

	/s/ Wayne Leland	11/10/2025
	** 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 SGA's COO report on Form 4?

A tax-withholding transaction (Code F) of 276 Class A shares at $12.11 on 11/06/2025 tied to restricted stock vesting.

How many SGA shares does the reporting person own after the transaction?

Direct beneficial ownership is 23,868 shares; 1,566 shares are held indirectly in a 401(k) plan.

Was this an open-market sale by SGA's COO?

No. It was a withholding of shares to satisfy tax obligations upon vesting, not a discretionary sale.

What does Form 4 transaction code F mean for SGA?

Code F indicates shares were withheld to pay taxes related to an equity award event such as restricted stock vesting.

What was the price used for the withheld SGA shares?

The shares were valued at $12.11 per share for the tax-withholding transaction on 11/06/2025.