Form 4: Saia Inc. President & CEO Frederick J. Holzgrefe III Reports Transactions in Company Stock

Frederick J. Holzgrefe III, President & CEO of Saia Inc., reports the acquisition and disposal of company stock, including transactions related to performance unit awards and option exercises.

Summary

• On February 7, 2025, Frederick J. Holzgrefe III acquired 8,502 shares of Saia Inc. common stock related to performance unit awards.
• Also on February 7, 2025, 3,804 shares were withheld to cover tax liabilities from the performance unit awards, and 815 shares were withheld to cover tax liabilities from vesting restricted shares.
• On February 10, 2025, Holzgrefe exercised stock options to acquire 3,380 shares at $277.86 and 2,154 shares at $200.81.
• Simultaneously on February 10, 2025, 2,154 shares and 3,380 shares were sold at $488.3359, and 2,000 shares were sold at $484.571.
• An additional 701 shares were withheld on February 10, 2025, to cover tax liabilities from vesting restricted shares.
• Following these transactions, Holzgrefe directly owns 17,645 shares of common stock and derivative securities including stock options and phantom stock.
• The phantom stock is convertible to 7,559.126 shares of common stock based on a conversion rate of 1.1301 as of February 7, 2025, and becomes payable upon termination of service.

Sentiment

Score: 6

Explanation: The sentiment is neutral as the document primarily reports routine stock transactions related to executive compensation. There are no explicit positive or negative indicators about the company's performance.

Positives

• The acquisition of 8,502 shares through Performance Unit Awards indicates achievement of performance goals.

Negatives

• The sale of shares to cover tax liabilities reduces Holzgrefe's holdings, although this is a common practice.

Risks

• Executive stock transactions can sometimes be interpreted as a reflection of management's view of the company's future prospects, although these transactions appear routine.

Future Outlook

The document does not contain specific forward-looking statements about the company's future performance.

Industry Context

Executive stock transactions are a common occurrence in publicly traded companies and are closely monitored by investors for insights into management's confidence in the company's prospects. These transactions are typical for executives receiving stock-based compensation.

Comparison to Industry Standards

• Stock option grants and performance-based equity awards are standard components of executive compensation packages in the transportation and logistics industry.
• Companies like Old Dominion Freight Line (ODFL) and XPO Logistics also utilize similar equity-based compensation plans to incentivize and retain key executives.
• The vesting schedules and tax withholding practices observed in this filing are consistent with industry norms.

Stakeholder Impact

• The transactions may have a minor impact on shareholders due to the change in ownership, but the overall effect is likely minimal.

Key Dates