Form 4: SAIA EVP & CHRO Reports Equity Transactions
Insider Transaction Report
SAIA's EVP & CHRO, Anthony R. Norwood, reported recent acquisitions of performance unit awards and dispositions of shares to cover tax liabilities.
Summary
- Anthony R. Norwood, EVP & CHRO of SAIA Inc., reported several transactions involving common stock.
- On February 6, 2026, 36 shares were disposed of at $415.46 to cover tax liabilities from restricted shares awarded in February 2024, leaving 3,578 shares beneficially owned.
- On February 9, 2026, 898 shares were acquired at $0.00 as Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period, increasing beneficial ownership to 4,476 shares.
- Also on February 9, 2026, 49 shares were disposed of at $409.6 for tax liabilities from restricted shares awarded in February 2023, reducing beneficial ownership to 4,427 shares.
- Additionally on February 9, 2026, 256 shares were disposed of at $409.6 to cover tax liabilities related to the Performance Unit Awards, resulting in 4,171 shares beneficially owned.
- Norwood also holds 530 stock options with an exercise price of $287.79, granted as part of a long-term incentive program, which vest one-third annually and expire on March 2, 2029.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral. It details standard executive compensation activities, including the vesting of performance awards and tax-related share dispositions, which are routine and do not signal significant positive or negative company developments.
Positives
- Acquisition of 898 shares of Common Stock through Performance Unit Awards, indicating successful performance over the 1/1/23-12/31/25 period.
- Grant of 530 stock options as part of a long-term incentive program, aligning management interests with shareholder value.
Negatives
- Disposition of 36 shares at $415.46, 49 shares at $409.6, and 256 shares at $409.6 to cover tax liabilities, which reduces direct beneficial ownership.
Future Outlook
Stock options granted to Anthony R. Norwood will vest one-third each year on the anniversary of the grant date, aligning future compensation with company performance.
Industry Context
StockSavvy.ai notes that routine Form 4 filings, such as this one, reflect standard executive compensation practices within the transportation and logistics industry, often involving a mix of restricted stock units, performance-based awards, and stock options to incentivize long-term performance and align executive interests with shareholders.
Comparison to Industry Standards
- StockSavvy.ai observes that the use of performance unit awards and stock options with multi-year vesting schedules is a common practice in executive compensation across publicly traded companies, including peers in the freight and logistics sector like Old Dominion Freight Line (ODFL) and XPO Logistics (XPO), aiming to retain talent and drive sustained growth.
- The specific metrics for performance unit awards are not detailed in this filing, but typically involve financial targets such as EPS, revenue growth, or return on invested capital, consistent with industry benchmarks.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Anthony R. Norwood granted a Power of Attorney to Frederick J. Holzgrefe, III, Douglas L. Col, and Kelly Benton to execute and file Forms ID, 3, 4, and 5 on his behalf. | 03/02/2022 | Streamlines compliance with Section 16(a) of the Securities Exchange Act of 1934 for the reporting person, ensuring timely and accurate filings. |
Stakeholder Impact
- Shareholders: Minimal direct impact, as these are routine executive compensation transactions. The vesting of performance units and options aligns executive incentives with shareholder value creation.
- Management: The Power of Attorney streamlines compliance for the reporting person.
Next Steps
- One-third of the granted stock options will vest each year on the anniversary of the grant date.
Key Dates
| Date | Description |
|---|---|
| 03/02/2022 | Date Power of Attorney was executed by Anthony R. Norwood. |
| 01/01/2023 | Start of performance period for Performance Unit Awards. |
| 12/31/2025 | End of performance period for Performance Unit Awards. |
| 02/06/2026 | Date of disposition of 36 common shares for tax liabilities. |
| 02/09/2026 | Date of acquisition of 898 common shares from Performance Unit Awards and disposition of 305 common shares for tax liabilities. |
| 03/02/2029 | Expiration date for stock options. |
Recommendation
holdThis Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting of performance awards and the sale of shares to cover tax liabilities. Such transactions are standard and do not provide new material information that would warrant a change in investment recommendation. The underlying business fundamentals of SAIA Inc. remain the primary drivers for any investment decision, and this filing does not alter that perspective. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while awaiting more substantive operational or financial updates.
Keywords
SAIA, Anthony R. Norwood, Form 4, Insider Trading, Equity Awards, Restricted Stock, Stock Options, Performance Units, Executive Compensation, SEC Filing
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