HOLZGREFE FREDERICK J III 4

What Happened

• Frederick J. Holzgrefe III, President & CEO of SAIA, had 440 shares withheld on Feb 5, 2026 to cover tax liabilities associated with restricted shares that vested. The withholding occurred at $404.75 per share, representing $178,088 (disposition code F — tax withholding), not an open-market sale.

Key Details

• Transaction date and price: Feb 5, 2026 — 440 shares at $404.75 each; total value $178,088.
• Transaction code: F (shares withheld to cover tax liability).
• Shares owned after transaction: Not specified in the provided filing.
• Footnotes of note:
  • F1: Shares were withheld at the officer’s election to cover taxes from restricted shares awarded Feb 2025.
  • F2: A derivative/phantom-security conversion noted a rate of 1.1534, resulting in 8,229.861 underlying common shares.
  • F3: Conversion/payment was immediate.
  • F4: The phantom stock becomes payable in common stock upon the reporting person’s termination per the Plan.
• Filing timeliness: Form 4 was filed Feb 9, 2026 for the Feb 5 transaction — within the Section 16 two-business-day reporting window (timely).

Context

• This transaction is a routine tax-withholding disposition tied to equity compensation vesting and does not represent an active market sale or a directional bet. For retail investors, purchases or open-market sales by insiders typically carry more signal; tax withholdings are common administrative actions tied to compensation.