Form 4: SAIA Executive Reports Stock Awards & Tax-Related Sales

SAIA's Executive VP & Chief Customer Officer, Raymond R. Ramu, disclosed recent acquisitions of performance unit awards and dispositions of shares to cover tax liabilities.

Summary

• Raymond R. Ramu, Executive VP & Chief Customer Officer of SAIA Inc., reported several transactions involving common stock.
• On February 6, 2026, 111 shares of common stock were disposed of at $415.46 per share to cover tax liabilities related to restricted shares awarded in February 2024.
• On February 9, 2026, 3,602 shares of common stock were acquired at $0.00 per share, representing the issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period.
• Also on February 9, 2026, 1,489 shares were disposed of at $409.6 per share to cover tax liabilities incurred upon the issuance of these Performance Unit Awards.
• An additional 194 shares were disposed of on February 9, 2026, at $409.6 per share to cover tax liabilities from restricted shares awarded in February 2023.
• Following these transactions, Mr. Ramu beneficially owns 6,558 shares of common stock directly.
• Mr. Ramu also holds 8,494.794 shares of phantom stock, which convert at a rate of 1.1534 into 9,797.642 shares of common stock, payable upon termination of service.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting the executive's receipt of performance-based awards, indicating achievement of company goals, balanced by routine tax-related share dispositions.

Positives

• Acquisition of 3,602 shares of common stock through Performance Unit Awards, indicating achievement of performance targets for the 2023-2025 period.
• Continued holding of 8,494.794 phantom stock units, convertible into 9,797.642 common shares, aligning executive interests with long-term company performance.

Negatives

• Disposition of 111 shares at $415.46, 1,489 shares at $409.6, and 194 shares at $409.6 to cover tax liabilities, which reduces direct beneficial ownership.

Future Outlook

The phantom stock units held by Raymond R. Ramu will become payable in SAIA's common stock upon his termination of service as an employee, in accordance with the terms of the plan.

Management Comments

• Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2024.
• Issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period.
• Shares withheld at officer's election to cover tax liabilities incurred upon the issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period.
• Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2023.
• 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.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for insider transactions, providing transparency into executive compensation and ownership changes. The reported transactions, including the vesting of performance awards and subsequent tax-related sales, are typical for executives receiving equity-based compensation in publicly traded companies within the transportation and logistics sector.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency regarding executive stock ownership and compensation, which is a routine disclosure.
• Management: Streamlines SEC filing process for the executive through the Power of Attorney.

Next Steps

• Phantom stock units will convert to common stock and be paid out upon Raymond R. Ramu's termination of service.

Key Dates

Recommendation

The filing details routine executive compensation events, specifically the vesting of performance awards and subsequent tax-related share sales. These transactions do not provide new fundamental information about SAIA's operational performance or strategic direction that would warrant a change in investment recommendation. The acquisition of performance units is a positive sign of goal achievement, but the overall impact on the company's valuation or future prospects is neutral, hence a 'hold' recommendation is appropriate for seasoned investors.

Keywords

SAIA, Form 4, insider transaction, executive compensation, stock awards, restricted stock, performance units, phantom stock, tax withholding, Raymond R. Ramu