Form 4: SAIA Director Epps Reports Stock Transactions

SAIA Director Donna E. Epps reported a matched sale and purchase of 422 common shares on November 26, 2025, with no short-swing profit realized.

Summary

• SAIA Director Donna E. Epps reported transactions involving the company's common stock.
• On November 26, 2025, Ms. Epps sold 422 shares of common stock at a price of $277.43 per share.
• On the same date, November 26, 2025, Ms. Epps purchased 422 shares of common stock at a price of $277.595 per share.
• Following these transactions, Ms. Epps directly beneficially owned 1,430 shares after the sale and 1,852 shares after the purchase.
• The sale was matchable under Section 16(b) of the Securities Exchange Act of 1934, but no profit was realized in connection with the short-swing transaction, less transaction costs.
• Ms. Epps also beneficially owns 548 shares of phantom stock, which become payable in the Company's common stock upon her termination of service as a Director.

Sentiment

Score: 5

Explanation: This is a neutral, routine compliance filing (Form 4) reporting insider transactions. It does not contain information that would typically be considered positive or negative for the company's operational or financial performance, beyond confirming compliance with insider trading rules.

Positives

• No short-swing profit was realized from the matched sale and purchase, indicating compliance with Section 16(b) regulations.

Risks

• Potential for Section 16(b) short-swing profit liability if transactions were not structured to avoid it or if profit had been realized. This risk was mitigated as no profit was realized.

Future Outlook

The 548 shares of phantom stock held by Director Donna E. Epps will become payable in the Company's common stock upon her termination of service as a Director.

Management Comments

• The reporting person's sale of Saia common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 422 shares, with the reporting person's purchase of 422 shares of Saia common stock at a price of $277.595 per share on November 26, 2025. There was no profit realized in connection with the short-swing transaction, less transaction costs.
• The shares of phantom stock become payable in the Company's common stock upon reporting person's termination of service as a Director.

Industry Context

This filing is a routine disclosure of insider transactions, common across all publicly traded companies. It demonstrates compliance with SEC regulations designed to prevent unfair use of inside information, specifically Section 16(a) reporting requirements and Section 16(b) short-swing profit rules. The use of a Power of Attorney for filing is standard practice for corporate insiders.

Comparison to Industry Standards

• The reported transactions are standard for insider filings (Form 4) and reflect compliance with Section 16(b) of the Securities Exchange Act of 1934, which prohibits insiders from profiting from purchases and sales of company stock within a six-month period. The explicit statement of "no profit realized" aligns with best practices for insider compliance.
• The use of phantom stock as a form of director compensation is a common practice in many industries, aligning director incentives with long-term shareholder value and deferring compensation until service termination.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact. The filing confirms a director's compliance with insider trading regulations, which can be seen as a positive for corporate governance and transparency.
• Employees, Customers, Suppliers, Creditors: No direct impact from these specific insider transactions.

Next Steps

• The 548 shares of phantom stock will be converted into SAIA common stock and paid out to Donna E. Epps upon her termination of service as a Director.

Key Dates

Keywords

SAIA, Donna E. Epps, Director, Common Stock, Insider Trading, Form 4, Section 16(b), Beneficial Ownership, Phantom Stock, Equity Transactions