HOLZGREFE FREDERICK J III 4

What Happened

• Fred Holzgrefe, President & CEO of SAIA (SAIA), executed multiple transactions reported Feb 17 covering activity on Feb 12–13, 2026. He sold 4,775 common shares in the open market for a weighted-average price of $388.80, generating approximately $1,856,535. He was also granted 6,594 restricted shares (no cash paid) as part of the long‑term incentive program, and acquired 104.741 derivative (phantom) stock units valued at $48,341. The restricted shares vest one‑third each year on the grant anniversary; the phantom units become payable in common stock on termination of service.

Key Details

• Dates: Grants on 2026-02-12; sale and derivative transaction on 2026-02-13; filing dated 2026-02-17.
• Sale: 4,775 shares sold at a weighted avg price of $388.80; total proceeds ≈ $1,856,535. (Trades ranged $388.005–$389.630 per footnote.)
• Award: 6,594 restricted shares granted at $0 (one‑third vests each year; Compensation Committee approved LTIP).
• Derivative: 104.741 phantom stock units acquired, valued at $48,341. Filing notes a conversion rate resulting in 8,350.974 underlying common shares and that phantom shares are payable in common stock upon termination.
• Nature: Footnote indicates the award is immediate (F4) and phantom shares vest/payable on termination (F5).
• Shares owned after transaction: not specified in the reporting summary.
• Timeliness: Form filed Feb 17; transactions occurred Feb 12–13. The Feb 13 trade was reported within the usual 2-business‑day window; the Feb 12 grant appears to be reported one business day after the typical 2‑business‑day deadline.

Context

• Sales by executives can be routine (diversification or liquidity) and do not by themselves indicate a change in company outlook. Purchases/awards (restricted stock and phantom units) increase the executive’s future economic stake and are more directly bullish signals for alignment with shareholders.
• The derivative units here are not an immediate share issuance — they are a phantom/replicable instrument that will convert/pay out in common stock under plan terms (typically on termination), so they do not increase voting shares outstanding today.