SUGAR PATRICK D 4

What Happened
Patrick D. Sugar, Executive Vice President of Operations at SAIA Inc. (SAIA), had 137 shares withheld on February 5, 2026 to satisfy tax withholding obligations related to the vesting of restricted shares. The withheld shares were valued at $404.75 each, totaling approximately $55,450. This transaction is a routine tax-withholding disposition, not an open-market sale.

Key Details

• Transaction date: February 5, 2026; reported on Form 4 filed February 9, 2026 (within typical 2-business-day reporting window).
• Transaction type/code: F — shares withheld to cover tax liabilities.
• Shares withheld: 137 shares at $404.75 per share; total value ≈ $55,450.
• Shares owned after the transaction: Not specified in the provided filing details.
• Footnotes of note:
  • F1: Shares were withheld at the officer's election to cover tax liabilities from vesting of restricted shares awarded in Feb 2025.
  • F2/F3/F4: Related derivative/phantom stock details — the derivative converted at a rate of 1.1534 on Feb 5, 2026 (resulting in 1,286.969 underlying common shares); conversion was immediate; phantom stock becomes payable in common stock upon termination per the plan.
• Filing timeliness: No late filing indicated.

Context
Tax-withholding disposals are common when restricted stock vests and generally reflect tax obligations rather than a decision to sell shares for investment reasons. This transaction should be viewed as administrative (to cover taxes) rather than a directional insider trade.