Form 4: SAIA Executive Sells Shares for Tax Obligations

SAIA's Executive VP & Chief Customer Officer, Raymond R. Ramu, disposed of 152 shares of common stock to cover tax liabilities related to restricted share vesting.

Summary

• Raymond R. Ramu, Executive VP & Chief Customer Officer of SAIA Inc. (SAIA), reported a change in beneficial ownership.
• On February 5, 2026, 152 shares of SAIA common stock were disposed of at a price of $404.745 per share.
• This disposition was due to shares being withheld at the officer's election to cover tax liabilities incurred from the vesting of restricted shares awarded in February 2025.
• The transaction was made pursuant to a Rule 10b5-1 plan, indicating a pre-scheduled sale.
• Following this transaction, Mr. Ramu directly beneficially owns 4,750 shares of common stock.
• Mr. Ramu also holds 8,494.794 units of phantom stock, which convert at a rate of 1.1534 into 9,797.609 shares of common stock.
• The phantom stock becomes payable in the Company's common stock upon Mr. Ramu's termination of service as an employee.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. It is a routine transaction for tax purposes related to executive compensation and does not reflect a change in the company's operational performance or strategic direction.

Negatives

• A disposition of 152 shares of common stock occurred, reducing the direct beneficial ownership.

Future Outlook

The phantom stock held by the reporting person will become payable in the Company's common stock upon their termination of service as an employee.

Management Comments

• Shares were withheld at the officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2025.

Industry Context

StockSavvy.ai notes that transactions involving the withholding of shares to cover tax liabilities upon the vesting of restricted stock are a common and routine aspect of executive compensation plans across various industries. The use of a Rule 10b5-1 plan for such transactions is standard practice to ensure compliance with insider trading regulations.

Comparison to Industry Standards

• The disposition of shares for tax withholding purposes is a standard practice in executive compensation, aligning with typical industry benchmarks for managing equity awards.
• The use of a Rule 10b5-1 plan for this transaction is consistent with best practices for corporate insiders to execute pre-planned trades, similar to executives at companies like FedEx or UPS, which also operate in the transportation sector and have robust executive compensation structures.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal impact, as this is a routine executive compensation-related transaction and does not signal a change in company fundamentals or management's confidence.
• Employees: No direct impact mentioned.

Next Steps

• The phantom stock held by the reporting person will become payable in the Company's common stock upon their termination of service as an employee.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction for tax withholding purposes under a Rule 10b5-1 plan. Such transactions are common for executives receiving equity compensation and typically do not indicate any material change in the company's financial health, operational outlook, or management's long-term view. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

SAIA, Form 4, Insider Transaction, Beneficial Ownership, Executive Compensation, Phantom Stock, Tax Withholding, Rule 10b5-1