RAMU RAYMOND R 4

What Happened
Ramu Raymond R, Executive Vice President & Chief Customer Officer of SAIA (SAIA), was issued 3,602 shares as a performance award on Feb 9, 2026 (reported as an acquisition at $0). At the same time, a total of 1,794 shares were listed as disposed to cover tax liabilities: 111 shares on Feb 6 at $415.46 (≈ $46,116), and on Feb 9 1,489 shares and 194 shares at $409.60 (≈ $609,894 and $79,462, respectively). The three “Disposed” entries are tax-withholding share dispositions (not open-market sales). Combined, the withholding transactions equal about $735,472.

Key Details

• Transaction dates and prices:
  • 2026-02-06: 111 shares withheld at $415.46 = $46,116
  • 2026-02-09: 3,602 shares granted (acquired) at $0.00 (performance award)
  • 2026-02-09: 1,489 shares withheld at $409.60 = $609,894
  • 2026-02-09: 194 shares withheld at $409.60 = $79,462
• Total value of shares withheld for taxes ≈ $735,472.
• Shares owned after the reported transactions: not disclosed in the filing.
• Relevant footnotes in the filing:
  • F2: Issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan (performance period 1/1/23–12/31/25).
  • F3 (and other F‑notes): indicate shares were withheld at the officer’s election to cover tax liabilities associated with the award/vesting.
• Form filed: Accession 0001641145-26-000003, filed 2026-02-10 covering transactions through Feb 9, 2026.

Context
This was primarily an award issuance (performance-based grant) with routine share withholding to satisfy tax obligations. Tax-withholding disposals are common and do not reflect an open-market sale or a directional view by the insider. Investors tracking insider activity should treat grants (acquisitions at $0) as compensation/retention events and note vesting/performance schedules when assessing their potential impact.