Form 4: SAIA VP & CAO Reports Equity Transactions

SAIA's VP & CAO, Kelly W. Benton, reported recent equity transactions including performance unit awards and shares withheld for tax liabilities.

Summary

• Kelly W. Benton, VP & CAO of SAIA Inc., reported several transactions involving SAIA common stock.
• On February 6, 2026, 35 shares of common stock were disposed of at $415.46 per share to cover tax liabilities from restricted shares vested in February 2024.
• On February 9, 2026, 689 shares of common stock were acquired at $0.00 per share as Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period.
• Also on February 9, 2026, 44 shares of common stock were disposed of at $409.6 per share to cover tax liabilities from restricted shares vested in February 2023.
• An additional 204 shares of common stock were disposed of on February 9, 2026, at $409.6 per share to cover tax liabilities incurred upon the issuance of the Performance Unit Awards.
• Following these transactions, Kelly W. Benton directly beneficially owns 3,459 shares of common stock.
• The reporting person also holds 100.069 phantom stock units, which convert to 115.417 shares of common stock based on a conversion rate of 1.1534 as of February 6, 2026, payable upon termination of service.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting the executive's receipt of performance-based equity awards, which aligns management incentives with shareholder value, despite routine tax-related share disposals.

Positives

• Acquisition of 689 shares of common stock through Performance Unit Awards, indicating achievement of performance targets for the 2023-2025 period.
• Continued holding of phantom stock units, which convert to common stock upon termination of service, aligning long-term interests with shareholders.

Negatives

• Disposal of a total of 283 shares (35 + 44 + 204) of common stock to cover tax liabilities, which reduces direct ownership.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that these are routine insider transactions related to executive compensation and tax obligations, which are common across publicly traded companies. They do not inherently reflect broader industry trends or competitive positioning.

Related Party Transactions

• Acquisition of 689 shares of common stock as Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period, representing compensation from the issuer to an executive officer.
• Disposal of 35, 44, and 204 shares of common stock to cover tax liabilities incurred in connection with the vesting of restricted shares and issuance of Performance Unit Awards, which are standard compensation-related transactions between the officer and the issuer.
• Holding of 100.069 phantom stock units, which convert to common stock upon termination of service, representing a deferred compensation arrangement between the officer and the issuer.

Stakeholder Impact

• Shareholders: The issuance of performance awards aligns the executive's interests with shareholders, as the awards are tied to company performance. The tax-related disposals are routine and have minimal impact on overall share float.
• Employees: The compensation structure, including performance units, may serve as a benchmark or incentive for other employees.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation transactions, including the vesting of performance awards and subsequent share disposals for tax purposes. These events are standard and do not provide new material information that would warrant a change in investment recommendation for SAIA. The acquisition of performance units is a positive for management alignment, but the overall impact on the company's fundamentals or stock valuation is negligible.

Keywords

SAIA, Form 4, Insider Trading, Equity Awards, Restricted Stock, Performance Units, Tax Withholding, Executive Compensation, Kelly W. Benton, SAIA Inc.