Form 4: SAIA Exec Sells Common Stock and Phantom Stock Units
Insider Transaction Report
A SAIA Inc. executive sold 1,000 shares of common stock and disposed of 434.393 phantom stock units under a pre-arranged trading plan.
Summary
- Raymond R. Ramu, Executive VP & Chief Customer Officer of SAIA Inc., sold 1,000 shares of common stock.
- The common stock was sold at a price of $266.57 per share on November 18, 2025.
- Following this transaction, Ramu directly owns 4,902 shares of SAIA common stock.
- Ramu also disposed of 434.393 phantom stock units at a price of $317.91 per unit on November 18, 2025.
- These phantom stock units are immediately exercisable and become payable in the Company's common stock upon termination of service.
- The remaining direct beneficial ownership of phantom stock units is 8,494.794, which could convert to 9,853.656 shares of common stock based on a 1.1600 conversion rate.
- Both transactions were made pursuant to a Rule 10b5-1 pre-arranged trading plan.
Sentiment
Score: 4
Explanation: An insider sale, even under a 10b5-1 plan, can be perceived negatively as it reduces the executive's direct equity stake. However, the pre-arranged nature mitigates the immediate negative signal compared to an unscheduled sale.
Negatives
- An executive officer sold a significant number of common shares, reducing their direct ownership.
- The disposition of phantom stock units further reduces the executive's equity exposure to the company.
Future Outlook
N/A
Industry Context
This filing reports an individual insider transaction and does not provide broader industry context or trends.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Raymond R. Ramu granted power of attorney to Frederick J. Holzgrefe, III, Douglas L. Col, and Kelly Benton to execute and file SEC Forms ID, 3, 4, and 5 on his behalf. | 2022-03-25 | Streamlines the process for filing required insider trading reports, ensuring timely compliance with Section 16(a) of the Securities Exchange Act of 1934. |
Stakeholder Impact
- Shareholders: May view the reduction in executive's direct equity ownership as a slight negative signal, although the 10b5-1 plan context suggests it is not based on new adverse information.
Key Dates
| Date | Description |
|---|---|
| 2022-03-25 | Date Power of Attorney was executed by Raymond R. Ramu. |
| 2025-11-18 | Date of common stock sale and phantom stock unit disposition. |
| 2025-11-20 | Date Form 4 was filed with the SEC. |
Recommendation
holdWhile an insider sale typically signals a lack of conviction, the execution under a Rule 10b5-1 plan suggests a pre-scheduled liquidity event rather than a reaction to new, negative company-specific information. Given this context, and without further information on the company's fundamentals or broader market conditions, a 'hold' recommendation is appropriate. Investors should monitor future filings and company performance.
Keywords
SAIA Inc., SAIA, Insider Trading, Form 4, Stock Sale, Executive Compensation, Phantom Stock, Raymond R. Ramu, 10b5-1 Plan
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