HOLZGREFE FREDERICK J III 4

What Happened

• Frederick J. Holzgrefe III, President & CEO of SAIA (SAIA), was issued 8,611 shares as an award and had three share dispositions to cover tax liabilities. The filing records disposals of 358 shares at $415.46 ($148,735), 698 shares at $409.60 ($285,901), and 3,836 shares at $409.60 ($1,571,226) — about $2.01 million in total. The award (8,611 shares) is reported at $0.00 in the filing because it represents an issuance/award, not a purchase.

Key Details

• Transaction dates: Feb 6, 2026 (one withholding) and Feb 9, 2026 (award issuance and two withholdings). Filing date: Feb 10, 2026.
• Dispositions (code F = tax withholding / payment of tax liabilities):
  • 2026-02-06: 358 shares @ $415.46 — $148,735
  • 2026-02-09: 698 shares @ $409.60 — $285,901
  • 2026-02-09: 3,836 shares @ $409.60 — $1,571,226
• Acquisition (code A = award/grant):
  • 2026-02-09: 8,611 shares @ $0.00 — issuance of Performance Unit Awards
• Shares owned after the transactions: Not disclosed in the provided filing excerpt.
• Notable footnotes: filing indicates these withholdings were elected by the officer to cover tax liabilities related to the vesting/issuance of restricted shares and Performance Unit Awards under the 2018 Omnibus Incentive Plan; one footnote references a conversion rate that produced 8,229.889 underlying shares for a derivative security. The dispositions are routine tax-withholding actions, not open-market sales for diversification.

Context

• These transactions appear to be a common "sell-to-cover" / share-withholding to satisfy tax obligations tied to equity awards rather than discretionary market sales. The key actionable item for investors is the grant of performance-based awards (8,611 shares) and that the CEO had shares withheld to meet tax liabilities totaling roughly $2.01M.